NextTrip, Inc.: Form 10-K for the period ended Feb 28, 2026

Overview

NextTrip, Inc. (the “Company,” “NextTrip,” “we,” “us” and “our”) is a technology-forward travel and media company operating at the intersection of premium content and travel commerce. We believe the travel industry is undergoing a structural shift toward video-led discovery, personalized planning, and seamless booking experiences, where consumers increasingly move from inspiration to transaction within connected digital environments. Our strategy is designed to capture this shift.

NextTrip combines premium travel content, global audience reach, proprietary booking technology, and concierge-supported travel services into a unified ecosystem designed to guide consumers across the full travel journey—from inspiration and discovery to planning, booking, and servicing.

We market our travel services through several core brands, including NextTrip Vacations (direct-to-consumer leisure travel), Five Star Alliance (luxury hotel and cruise bookings), and TA Pipeline (groups travel). Our specialty platforms include PayDlay (a deferred payment booking option), the Groups Platform (for destination weddings, conferences, and conventions), and the Travel Agent Platform. Our Media segment properties—JOURNY.tv, GoUSA TV content and platforms, the KCGM Joint Venture across Southeast Asia, and Travel Magazine—provide destination content designed to drive high-intention traffic into our Travel segment booking platforms and generate independent advertising revenue.

Because we are at an early stage of commercial development and have only nominal revenues to date, our ability to implement our business plan depends on our ability to successfully expand our supplier relationships, attract customers, and secure adequate capital to fund marketing and future product development. There can be no assurance that we will be able to do so.

Current Scale and Going Concern

We are in the early stages of scaling our commercial operations. Due to uncertainties regarding our ability to meet our current and future operating and capital expenses, there is substantial doubt about our ability to continue as a going concern for 12 months from the date of filing of this Annual Report on Form 10-K for the fiscal year ended February 28, 2026. The report of our registered independent public accounting firm filed with this Annual Report contains a going concern qualification.

We expect to continue to incur net losses and negative cash flows from operations for the foreseeable future as we invest in technology enhancements, supplier relationships, media content, and marketing initiatives. Throughout this report, whenever we discuss our operational achievements, ecosystem, or growth plans, you should consider that we presently have nominal revenues, limited operating history, minimal brand awareness, and will require significant additional capital to execute our business model.

Our Integrated Content-to-Commerce Platform

Our platform is designed to connect four core elements into a seamless pathway from discovery to confirmed booking:

Content and Inspiration – travel programming, editorial content, and long and short-form destination storytelling across our Media segment platforms, including JOURNY.tv, GoUSA TV content and platforms, the KCGM Joint Venture across Southeast Asia, and Travel Magazine.

Discovery and Planning – editorial content, Agentic AI-powered personalization tools, and search capabilities designed to guide travel decisions and connect audience engagement with booking intent, including through Travel Magazine Pro in our Travel segment.

Booking and Commerce – direct transaction capabilities through the NXT2.0 platform and affiliated booking platforms within our Travel segment, supporting a broad range of travel categories including leisure, luxury, cruise, group, and business travel.

Service and Support – concierge and call center infrastructure supporting higher-value travel experiences and complex booking needs across our Travel segment.

This integrated approach is intended to create a seamless pathway we describe as “Watch. Scan. Book. Go.”, enabling consumers to move from inspiration through our Media segment directly to booking discounted packages mirroring the watched Travel segment. We believe this model reduces customer acquisition costs over time by leveraging owned media audiences while also generating independent advertising revenue from our Media segment.

Business Segments

We operate and report our business in two segments: (1) Travel and (2) Media.

Travel Segment

Our Travel segment encompasses our travel booking and commerce operations. This segment includes our proprietary NXT2.0 booking platform and all booking-oriented brands and products: NextTrip Vacations, Five Star Alliance, TA Pipeline, JournyGO, and Travel Magazine Pro™. The Travel segment generates revenue primarily through commissions, markups, and service fees on travel bookings, as well as advisor-driven commissions and attribution-based fees through Travel Magazine Pro™.

NXT2.0 – Core Booking Platform

At the core of our Travel segment is our proprietary NXT2.0 travel booking engine, which powers several websites, including nexttrip.com and fivestaralliance.com, as well as our Groups Platform and Travel Agent Platform. NXT2.0 supports direct-to-consumer and advisor-assisted booking across leisure, luxury, cruise, group, and business travel verticals. We serve both leisure and business travelers by offering access to travel blogs, videos, and concierge assistance to aid in planning travel, coupled with our booking platform for the direct purchase of flights, hotels, vacation homes, cruises, tours, and other travel products.

Five Star Alliance

Five Star Alliance is a premier luxury travel agency and a wholly owned subsidiary of the Company, acquired in April 2025. Founded in 2004, Five Star Alliance offers a curated collection of over 5,000 five-star and luxury hotels and resorts worldwide, with an industry-leading 4.9-star Trustpilot rating and over 400,000 monthly site visitors. Five Star Alliance offers personalized recommendations, high-end travel solutions, a proprietary booking engine, and established relationships with premium travel providers, and generates revenue primarily through commission-based bookings. See “Recent Developments - Acquisition of Five Star Alliance.”

TA Pipeline

TA Pipeline is a premier group travel and Meetings, Incentives, Conferences and Exhibitions (“MICE”) platform and a wholly owned subsidiary of the Company, acquired in August 2025. TA Pipeline has established itself as a leading group-travel agency platform with deep expertise in delivering end-to-end solutions for conferences, conventions, destination weddings, and affinity groups, often servicing groups ranging from 50 to 5,000 travelers. TA Pipeline has strong relationships with suppliers, planners, and affinity partners, and its integration into the NXT2.0 ecosystem and PayDlay financing tool is designed to enhance conversion rates and drive incremental travel bookings. See “Recent Developments - Acquisition of TA Pipeline.”

JournyGO

On March 31, 2026, the Company launched JournyGO, our next-generation, agentic AI-powered consumer engagement and booking ecosystem. JournyGO is the commercial activation layer of our content-to-commerce strategy and is reported within our Travel segment because its primary function is to convert viewer engagement into confirmed travel bookings. JournyGO integrates immersive travel video (delivered through our Media segment’s JOURNY.tv platform), our proprietary Promethean interactive overlay technology, dynamic travel packaging, and agentic AI assistance, supported by live Travel Specialists when needed to seamlessly move viewers from inspiration to confirmed travel bookings.

The Promethean platform, licensed on a perpetual basis, enables contextual advertisements and booking calls-to-action to be embedded directly within streaming video content, allowing users to initiate a booking without leaving the viewing experience. JournyGO also includes JOURNY mobile applications for iPhone and Android, as well as dedicated connected TV apps. Using artificial intelligence, JournyGO is designed to personalize content recommendations, convert editorial content into video, and enable users to create custom travel channels aligned with their interests. See “Recent Developments - Launch of JournyGO.”

Travel Magazine Pro

Travel Magazine Pro (TravelMagazine.com) is our premium digital editorial, advisor engagement, and travel commerce platform within our Travel segment, launched as the next evolution of Travel Magazine 2.0. Travel Magazine Pro is designed to operate as a strategic mid-funnel bridge between the inspirational audience reach generated by our Media segment and the transaction capabilities of our Travel segment, helping convert travel interest into measurable booking activity across the NextTrip ecosystem.

The platform features destination-focused editorial content, curated travel guides, hotel and resort recommendations, cruise and experiential travel highlights, travel planning resources, and influencer-driven content intended to engage high-intent leisure travelers during the consideration and planning phase of the customer journey. Integrated booking pathways and affiliate links connect users to our travel platforms and supplier partners, creating a seamless path from inspiration to search and transaction.

Travel Magazine Pro is also being developed to support travel advisors and distribution partners through content-sharing tools, lead attribution capabilities, and white-label promotional solutions that enable advisors to market premium travel offerings while participating in resulting booking revenues. In addition, the platform is expected to include “My Bucket List,” a social travel planning feature that will allow travelers to build, organize, and share personalized travel wish lists enhanced by booking functionality, destination insights, and curated recommendations.

Revenue generated through Travel Magazine Pro is expected to include affiliate booking commissions, advertising sales, sponsored placements, premium editorial partnerships, lead generation fees, and advisor-related transaction revenue. See “Recent Developments—Launch of Travel Magazine Pro.”

Media Segment

Our Media segment encompasses our content creation, audience development, media distribution, and advertising monetization operations. This segment includes JOURNY.tv (incorporating GoUSA TV content) and Travel Magazine, our editorial travel content platform. The Media segment generates revenue primarily through advertising, sponsorships, branded content, and destination marketing programs. In addition to direct monetization, the Media segment functions as a demand-generation engine for the Travel segment, enabling NextTrip to engage travel audiences at scale and reduce reliance on third-party marketing channels.

JOURNY.tv (Including GoUSA TV Integration)

JOURNY.tv is our owned global travel media network, providing premium travel programming across free ad-supported streaming television (“FAST”), over-the-top (“OTT”), connected TV, and digital platforms. JOURNY.tv had an estimated audience of approximately 17 million travel enthusiasts at the time of acquisition by NextTrip, and operates through key platform partnerships, including Samsung TV Plus and Plex.

In February 2026, we acquired original content, brand rights, and distribution assets of GoUSA TV from Brand USA (The Corporation for Travel Promotion). GoUSA TV is a travel streaming channel, reaching an estimated 200+ million viewers globally across connected TV, mobile, and digital platforms, including Samsung TV Plus, LG Channels, Plex, Titan OS, and TCL International. Rather than operating GoUSA TV as a standalone channel, we are integrating its U.S.-focused travel content library and distribution infrastructure into JOURNY.tv to enhance scale, content depth, and advertiser relevance. Combined, JOURNY.tv and GoUSA TV assets are expected to support media distribution reaching approximately 250 million viewers globally in 2026 across FAST, OTT, connected TV, mobile, and digital platforms. See “Recent Developments—GoUSA TV Asset Purchase.”

In July 2025, we entered into a joint venture with KC Global Media to accelerate the international expansion of JOURNY.tv into India, Southeast Asia, Africa and Australia/New Zealand, targeting new regional distribution partnerships and advertising opportunities. See “Recent Developments—KC Global Media Joint Venture.”

Travel Magazine

Travel Magazine (TravelMagazine.com) is our editorial travel content platform within our Media segment. It is an online travel publication that provides articles, guides, destination inspiration, hotel and restaurant recommendations, and general travel advice. Its audience includes both casual vacationers and more seasoned travelers seeking ideas and information for their next trip. Travel Magazine functions primarily as a content and audience platform within our Media segment, generating revenue through advertising and sponsored content, while also directing engaged readers to our owned booking channels, including NextTrip and Five Star Alliance, as well as to select third-party partners through affiliate relationships.

The media team benefits from a range of strategic partners driving advertising revenue potential, including Leap Media Group (over 35 years of TV advertising and media planning experience), Travel Spike (programmatic and direct travel advertising sales), Magnite (programmatic advertising), and Blue Fysh Holdings (digital out-of-home media solutions across North America). See “Recent Developments—Blue Fysh Share Exchange.”

NXT2.0 – Our Integrated Travel Booking Platform

Development of the Platform

Prior to the COVID-19 pandemic, NextTrip (then known as Monaker Group) operated a travel business focused on the sale of vacation rentals and alternative lodging rentals (“ALRs”) through its proprietary booking engine (NXT1.0). In June 2022, NextTrip acquired the Bookit.com booking engine, including its customer database, destination content, source code, and approximately 250 third-party travel supplier Application Programming Interface (“API”) relationships. The Bookit.com platform had previously powered a well-established online leisure travel agent generating over $400 million in annual sales as recently as 2019 (pre-pandemic). We launched the NXT2.0 platform in May 2023 and have since scaled to over four million hotel properties, vacation rental homes, and cruise products globally.

Travel Products and Services

Inventory and product offerings on our platform consist chiefly of: (1) direct contracts, which are negotiated directly with the travel provider and generally generate higher gross margins; and (2) third-party API content, which is lower margin but significantly broadens inventory and supports the integration of specialty products, leading to cross-selling and additional revenue opportunities.

Our Direct Contract Strategy

Our initial focus was to negotiate direct connectivity and fixed base pricing contracts with hotels and travel suppliers and to integrate those products into NXT2.0. This allows us to set our own pricing and control our margins for leisure and vacation travel products and negotiate and run co-op marketing. This flexibility affords us the opportunity to run competitive specials and adjust pricing within our marketplace.

Our Inventory Expansion and API Strategy

To supplement our higher-margin direct inventory and support our specialty platforms, we have integrated a series of third-party API relationships into NXT2.0. Major suppliers include Expedia (worldwide hotel product), Nuitée (hotel and vacation rental homes), Global Distribution Systems (luxury hotels and activities), and Signature Travel Network via Five Star Alliance (all major cruise lines). These established suppliers provide significant additional content and product depth in our booking engine, giving NextTrip comprehensive global leisure travel inventory coverage.

Core Product Offerings

NextTrip’s Travel segment offerings span leisure, luxury, cruise, group, and business travel. Key product offerings include:

NextTrip Vacations – Our core leisure platform, powered by NXT2.0, delivering seamless booking and customizable travel options across airlines, hotels, cruises, ground activities, and more.

Five Star Alliance – A luxury travel platform providing access to over 5,000 five-star hotels and resorts worldwide with personalized concierge services and an industry-leading 4.9-star Trustpilot rating.

NextTrip Cruise – A fully integrated cruise booking engine providing access to over 10,000 sailings and 35 cruise partners. Travelers benefit from exclusive pricing, concierge service, and bundled packages including transfers, pre- and post-cruise stays, and expert travel support, launched March 27, 2025.

TA Pipeline – A premier group travel and MICE platform supporting destination weddings, conferences, conventions, and affinity group travel for groups ranging from 50 to 5,000 travelers.

Travel Magazine Pro– Our premium digital editorial, advisor engagement, and travel commerce platform designed for travel agencies, advisors, and agents to compete online and offline.

Groups Platform – A solution for complex travel needs such as conferences, conventions, and destination weddings, with several group bookings completed within the first 60 days of launch from leads generated by Five Star Alliance.

NXT2.0 Platform Features

Existing Features

Our marketplace at nexttrip.com offers tools for browsing and comparing flights, hotels, tours, cruises, and activities. We allow travelers to defer payments on select vacation packages with our proprietary PayDlay program, which allows travelers to purchase travel with a small deposit and make subsequent payments between purchase and the week before travel, with no interest charged. Registered NextTrip travelers can manage bookings, receive updates on special offers, and subscribe to newsletters. Security is a priority, with rigorous content screening and Payment Card Industry (“PCI”) compliance to safeguard customer information.

NXT2.0 equips travelers with a seamlessly integrated planning and booking ecosystem. Within a personalized profile, users can explore a curated library of videos and editorial content tailored to their interests, earmark preferred destinations and activities, and engage a dedicated concierge team for travel planning support. Travelers may transact digitally through the platform’s booking engine or speak directly with a call-center specialist, all while utilizing proprietary payment tools such as PayDlay.

Technology and Infrastructure

Our websites are hosted using cloud services distributed globally across multiple regions, designed to manage increases in traffic through scalable computing power without requiring software changes. Our cloud services provide scalable and redundant Internet connectivity as well as redundant power and cooling. We use industry-standard security methods to ensure the integrity of our networks and protection of confidential data. Access to NextTrip’s networks and the servers and databases on which confidential data is stored is protected by industry-standard firewall and encryption technology. Physical access to our servers and related equipment is secured by limiting access to the data center to operations personnel only.

Promethean Interactive Platform

Promethean is our proprietary interactive video overlay platform, licensed on a perpetual basis, which drives advertising revenue and facilitates the connection between our Media and Travel segments. We are integrating this platform into JournyGO’s video content with interactive overlays that allow users to initiate travel bookings directly from streaming content through contextual calls-to-action without interrupting the viewing experience. Promethean is the key technology enabling our “Watch. Scan. Book. Go.” ecosystem, providing the link through which JOURNY.tv viewers in our Media segment can transact within our Travel segment in real time.

Revenue Strategy and Development of an Integrated Travel and Media Ecosystem

NextTrip’s revenue strategy is built on two complementary and mutually reinforcing revenue streams generated across our two operating segments.

Travel Segment Revenue

We generate Travel segment revenue through commissions, markups, and service fees on travel bookings across hotels, vacation rentals, cruises, packages, and related travel services. Product sales are generally structured either: (1) as a set commission on the sale of a travel product whereby the supplier or wholesaler controls the pricing (as is the case with the majority of Five Star Alliance products), or (2) through a direct, negotiated contract between the Company and the product supplier (as is the case with the majority of NextTrip’s products), which allows us to set our own retail pricing. Commission-based travel products are generally lower margin than directly negotiated travel products. Our strategy emphasizes higher-value travel segments, including luxury travel, cruise, and group travel, which we believe offer higher transaction values, repeat business opportunities, and enhanced service economics. Travel Magazine Pro also contributes Travel segment revenue through affiliate commissions and sponsored booking content.

Media Segment Revenue

We generate Media segment revenue through advertising, sponsorships, branded content, and destination marketing programs across JOURNY.tv and Travel Magazine. As the number of viewers and users grows, it drives the advertising rates the Company can charge third parties to promote travel products and services to our audience. Beyond generating direct advertising dollars, our growing audience provides additional opportunities for NextTrip to promote its own Travel segment products to highly targeted viewers, reducing our dependence on external marketing channels.

The deployment of JournyGO and the Promethean interactive overlay platform is expected to further enhance both segments by converting Media segment viewership into Travel segment bookings, while simultaneously supporting higher advertising CPMs through demonstrated audience action rates.

Development of Integrated Revenue Model

NextTrip is in the early stages of development and roll out of its comprehensive two-segment model. While the products introduced to date are now functional and generating nominal revenues, those revenue streams are currently small and variable relative to established travel industry leaders. Our ability to capitalize on our platforms is constrained by limited funding for marketing programs. The timeline to complete planned programs is dependent upon our ability to raise capital; however, we believe that most programs can be delivered within 180 days of obtaining such necessary funding. Once fully integrated, we believe the model will deliver accelerating revenue growth as our content-to-commerce strategy targets underserved areas in the travel sector—such as PayDlay, Groups bookings, and the Travel Agent Platform—not well serviced by the major travel industry leaders.

Competition

The U.S. travel market is highly competitive and rapidly evolving. The markets are dominated by a few key distributors, which has caused suppliers to look for viable alternatives that would diversify their business mix.

Our Travel segment competes with online and offline travel companies targeting leisure and corporate travelers, including travel agencies, tour operators, travel supplier direct websites and their call centers, consolidators and wholesalers of travel products and services, large online portals and search websites, certain travel metasearch websites, mobile travel applications, social media websites, as well as traditional consumer eCommerce and group buying websites. These companies include Expedia, Booking.com, TripAdvisor, Sabre Corp., TravelZoo, and Airbnb. We are an early-stage company with nominal revenues. Though we consider these companies competitors, they are all much larger and more advanced in development than our current offerings, and we may be unable to raise sufficient capital or develop our technology at such a rate as to compete for meaningful market share. We also face competition for customer traffic on internet search engines and metasearch websites, which impacts our customer acquisition and marketing costs.

Our Media segment competes with other travel content providers and streaming platforms for travel programming audiences and advertising spend, including larger media companies with substantially greater resources. Our differentiated model—combining owned media in our Media segment with direct booking capabilities in our Travel segment—is designed to create competitive advantages in audience monetization that pure media or pure booking competitors cannot easily replicate.

Seasonality

We experience seasonal fluctuations in the demand for our Travel segment products and services. Traditional leisure travel bookings are generally highest in the first three quarters as travelers plan and book their spring, summer, and winter holiday travel. The number of bookings typically decreases in the fourth quarter. Because revenue for most of our travel products is recognized when the travel takes place rather than when it is booked, revenue typically lags bookings by several weeks to several months. As a result, although travel bookings through NextTrip’s platforms tend to be highest from January to June, moderate from July through September, and low from October through December, the majority of revenue is recognized in the summer months (June, July, and August) and during the winter holidays (November and December). Our Media segment revenues are also subject to seasonal advertising market conditions, with advertising spend typically higher in the second half of the calendar year.

Intellectual Property

Our intellectual property includes the content of our websites, registered domain names, registered and unregistered trademarks, business plan, business strategies and trade secrets, proprietary and acquired software platforms and related assets, licensed software platforms, and customer and third-party supplier lists. We believe that our intellectual property is an essential asset of our business and that our registered domain names and technology infrastructure will give us a competitive advantage in the online market.

We rely on a combination of trademark, copyright, and trade secret laws in the United States, as well as contractual provisions, to protect our proprietary technology and our brands. We also rely on copyright laws to protect the appearance and design of our sites and applications. We have registered numerous Internet domain names related to our business. Our key proprietary software platforms and systems include:

NXT2.0, our integrated travel booking engine, enhanced through our acquisition of the Bookit.com assets;

Groups Platform, which allows for efficient and streamlined travel planning and booking for travel groups of five or more;

PayDlay, which allows travelers to book a trip for as little as $1.00 down and pay over time with no interest;

Travel Magazine Pro™, our advisor-focused, content-to-commerce platform providing travel advisors with embedded bookable inventory, dynamic packaging via Worldia technology, attribution-enabled commission tracking, and AI-driven engagement tools;

JOURNY.tv, our owned FAST channel and global travel media network; and

Promethean, our proprietary interactive video overlay platform, licensed on a perpetual basis, enabling contextual bookings and advertisements embedded within video content.

Regulation

Our ability to provide our services is affected by legal regulations of governments and regulatory authorities around the world, many of which are evolving and subject to revised interpretations. Violations of any laws or regulations could result in fines, penalties, and criminal sanctions against us, our officers or employees, and prohibitions on conducting our business, which could damage our reputation, brands, global expansion efforts, and operating results. Regulations that impact our business include:

Data Protection and Privacy: We have policies and a global governance framework to comply with applicable privacy laws. In the European Union, the General Data Protection Regulation (the “GDPR”) imposes significant compliance obligations and costs. In the United States, the California Consumer Privacy Act (the “CCPA”) and the California Privacy Rights Act (“CPRA”) impose privacy requirements and consumer rights. Other U.S. states and international jurisdictions have adopted or may adopt similar data protection regulations.

Regulation of the Travel Industry: Our business is impacted by travel-related regulations such as local regulation of alternative accommodations. Some parts of our business are already subject to certain requirements of the U.S. Department of Transportation (“DOT”), and as our offerings continue to diversify and expand, we may become subject to additional requirements of regulatory agencies across the world.

Payments: As we expand our payments services to consumers and business partners, we are subject to additional regulations, such as financial services regulations and license requirements, as well as payment card association rules and obligations under our contracts with payment card processors, including the Payment Card Industry Data Security Standard.

Media and Streaming Regulation: As we expand our Media segment internationally through JOURNY.tv and the KC Global Media joint venture, we may become subject to content regulations, broadcasting licensing requirements, advertising standards, and related compliance obligations in various jurisdictions.

Organizational History

Reverse Acquisition of NextTrip Holdings

On October 12, 2023, the Company (formerly known as Sigma Additive Solutions, Inc.) entered into a Share Exchange Agreement with NextTrip Holdings, Inc. (“NTH”), NextTrip Group, LLC (“NTG”) and William Kerby (the “NTH Representative”), pursuant to which the Company acquired NTH (the “NextTrip Acquisition”) in exchange for shares of our common stock, which we refer to as the Exchange Shares. The NextTrip Acquisition was consummated on December 29, 2023. As a result, NTH became a wholly owned subsidiary of the Company.

Upon the closing of the NextTrip Acquisition, the shareholders of NTG (collectively, the “NTG Sellers”), were issued a number of Exchange Shares equal to 19.99%, or 156,007 shares, of our issued and outstanding shares of common stock immediately prior to the closing. Under the Share Exchange Agreement, the NTG Sellers were entitled to receive additional shares of our common stock, referred to as the Contingent Shares, subject to NTH’s achievement of future business milestones (the “Milestone Events”) specified in the Share Exchange Agreement as follows:

The Contingent Shares, together with the shares of our common stock issued at the closing, was not to exceed 6,000,000 shares of our common stock, or approximately 90.2% of our issued and outstanding shares of common stock immediately prior to closing.

The Exchange Agreement provided that William Kerby, the Chief Executive Officer and co-founder of NTH, was appointed as Chief Executive Officer of the Company and Donald P. Monaco was appointed as a director of the Company as of the closing of the NextTrip Acquisition. Additionally, pursuant to the Exchange Agreement, the NTH Representative (Mr. Kerby) shall be entitled to designate a replacement for one additional director of the Company upon achievement of each of the milestones under the Exchange Agreement (the “Board Appointment Rights”).

In connection with the NextTrip Acquisition, the Company and Nasdaq determined that the issuance of Contingent Shares upon achievement of any one of the Milestone Events would result in a change in control of the Company under Nasdaq Listing Rule 5635(a). Pursuant to Nasdaq Listing Rule 5110(a), the Company was required to submit an initial listing application with Nasdaq and to obtain Nasdaq approval of the initial listing application prior to the issuance of the Contingent Shares.

On March 25, 2025, the Company received a letter from Nasdaq notifying the Company that it had approved the Company’s initial listing application in connection with the issuance of the Contingent Shares. On March 26, 2025, the Company issued the NTG Sellers an aggregate of 4,393,993 of the Contingent Shares in satisfaction of the Company’s obligations under the Exchange Agreement. As a result of Nasdaq’s approval of our initial listing application, the issuance of the Contingent Shares was completed in compliance with Nasdaq Listing Rule 5110(a) and the Company’s shares of common stock continue to trade on the Nasdaq Capital Market under the symbol “NTRP.”

On May 5, 2025, as a result of the achievement of the fourth and final business milestone, the remaining 1,450,000 Contingent Shares were issued to the NTG Sellers.

In July 2025, Mr. Kerby, in his capacity as the NTH Representative, informed the Company of his election to exercise the Board Appointment Rights pursuant to the Exchange Agreement and designated Stephen Kircher, Jimmy Byrd, Carmen Diges and David Jiang (collectively, the “NTH Appointees”) as the individuals to replace the continuing legacy Sigma directors. On July 14, 2025, the Company’s Board of Directors appointed the NTH Appointees as directors of the Company, in each case effective July 28, 2025, at which time Salvatore Battinelli, Jacob Brunsberg, Dennis Duitch and Kent Summers resigned as directors of the Company. Stephen Kircher shall serve as a Class I director, with his initial term expiring at the Company’s 2028 Annual Meeting of Stockholders; Jimmy Byrd shall serve as a Class II director, with his initial term expiring at the Company’s 2026 Annual Meeting of Stockholders; and Ms. Diges and Mr. Jiang shall each serve as a Class III director, with their initial terms expiring at the Company’s 2027 Annual Meeting of Stockholders. Each of NTH Appointees will serve as a director for the balance of their respective initial terms, and until his or her successor is elected and qualified, subject to his or her earlier death, resignation or removal.

Historical Monaker Group Business

NextTrip’s travel business was the principal business of NextPlay Technologies, Inc. (then, Monaker Group, Inc. (“Monaker”)) until June 30, 2020, when Monaker entered into a share exchange transaction with HotPlay Enterprise Limited (“HotPlay”), resulting in HotPlay becoming a wholly owned subsidiary of Monaker and HotPlay’s business becoming the principal business of Monaker. Prior to this share exchange, the primary focus of Monaker had been its travel business, which included the sale of vacation rentals, and in particular, alternative lodging rentals (“ALRs”), to consumers through its proprietary booking engine. To support its travel offerings, Monaker introduced travelmagazine.com, featuring travel and lifestyle content to appeal to travelers researching destinations and planning future vacations. In January 2023, NextPlay spun the NextTrip business out to its founders to separate it from NextPlay’s primary business. This resulted in NTG operating the NextTrip business, which was held in its wholly-owned subsidiary, NTH.

Acquisition of Bookit.com Asset

Following NTH’s separation from NextPlay, NTH acquired a travel platform, Bookit.com, in June 2022 to help power NTH’s proprietary NXT2.0 booking technology. Pursuant to the terms of its asset purchase agreement, in exchange for a cash payment of $600,000, NTH acquired the Bookit.com booking engine, customer lists, all content associated to hotel and destination product in the booking engine, including pictures, hotel descriptions, restaurant descriptions, room descriptions, amenity descriptions, and destination information, and source code related thereto (the “Purchased Assets”). The Purchased Assets included: (i) all permits and licenses related to the purchased assets; (ii) all contracts and agreements of Bookit.com (the “Assumed Contracts”); and (iii) any goodwill related to the Purchased Assets. Further to the APA, NTH agreed to assume any obligation or liability of Bookit.com, and any related claims, whether asserted prior to or following the Purchased Assets, with the exception of: (i) all tax obligations and liabilities of any nature arising in connection with or related to Bookit.com and/or the Purchased Assets prior to the closing date, and (ii) any post-closing payment or performance obligations arising under the Assumed Contracts.

Recent Developments

Launch of JournyGO – Agentic AI-Powered Watch. Scan. Book. Go. Ecosystem

On March 31, 2026, the Company launched JournyGO, its next-generation agentic AI-powered consumer engagement and booking ecosystem within the Travel segment. JournyGO integrates immersive travel video (delivered through the Company’s JOURNY.tv Media segment platform), the Company’s proprietary Promethean interactive overlay technology, dynamic travel packaging, and agentic AI assistance—supported by live Travel Specialists when needed—to seamlessly move viewers from inspiration to confirmed travel bookings. JournyGO represents the full commercial activation of our “Watch. Scan. Book. Go.” content-to-commerce strategy and is designed to drive Travel segment bookings and Media segment advertising revenue directly from streaming content engagement.

Launch of Travel Magazine Pro™

The Company launched Travel Magazine Pro™, a category-defining platform within the Travel segment that reimagines how travel advisors inspire, engage, and monetize demand in a world increasingly driven by digital discovery and real-time transactions. Travel Magazine Pro™ equips travel advisors with a vertically integrated platform combining premium media, intelligent CRM, and embedded commerce, enabling advisors to distribute editorial-quality travel content—destinations, itineraries, and curated journeys—fully embedded with live, bookable inventory.

The platform is powered by NextTrip’s connected trip technology and enhanced through licensed technology integrations with Worldia, enabling dynamic packaging of flights, hotels, and experiences into flexible, real-time itineraries. Travel Magazine Pro™ incorporates a robust attribution framework that tracks and links advisor-driven engagement to completed bookings across the customer journey, including delayed or repeat bookings within defined attribution windows, enabling advisors to earn fees and commissions on transactions attributable to their content and client interactions. Key platform capabilities include seamless in-content booking, dynamic customizable travel packages, competitive pricing, high-margin commission structures across all travel components including air, and AI-driven personalization. Travel Magazine Pro™ is now available to travel advisors nationwide.

Launch of JOURNY App on Apple iOS

The Company launched the JOURNY App on Apple iOS, expanding direct consumer access to JOURNY.tv travel programming on mobile devices. The iOS app extends the JournyGO ecosystem to mobile viewers and supports the Company’s Media segment strategy of reaching travel audiences across connected TV, mobile, and digital platforms.

GoUSA TV Asset Purchase

On February 2, 2026, NextTrip, Inc. entered into an Asset Purchase Agreement with The Corporation for Travel Promotion, doing business as “Brand USA” (“Seller”), pursuant to which the Company agreed to purchase select content, brand rights, and distribution assets (collectively, the “Assets”) of GoUSA TV, a travel streaming platform originally launched to showcase destinations across the United States. GoUSA TV historically reached an estimated 200+ million viewers globally across connected TV, mobile applications, and digital platforms, including Samsung TV Plus, LG Channels, Titan OS, and TCL International.

The aggregate consideration under the Purchase Agreement is $350,000 in cash plus restricted shares of the Company with a value of $350,000 based on the weighted average price of the shares for the twenty consecutive trading days ending on the trading day two trading days prior to closing. In addition, the Company will pay to Seller a royalty equal to 15% of the Company’s gross advertising revenue from the exploitation of the acquired content rights during the three-year period beginning on the closing date. The Company has also agreed, for a three-year period beginning on closing, to pay a royalty of 1% for every $100,000 in destination booking revenue directly attributed to the acquired content, with a minimum quarterly payment of $30,000.

The GoUSA TV assets are being integrated into JOURNY.tv within the Media segment. GoUSA TV content serves as a U.S.-focused demand-generation layer within NextTrip’s broader media-to-commerce ecosystem.

KC Global Media Joint Venture

In July 2025, NextTrip entered into a joint venture with KC Global Media, a leading Asian entertainment network founded by former Sony executives, to accelerate the international expansion of the JOURNY.tv Media segment platform into India, Southeast Asia, and Australia/New Zealand. This initiative is intended to support regional distribution partnerships, advertising monetization opportunities, and localized content strategies, while significantly expanding NextTrip’s global audience reach and strengthening top-of-funnel travel demand generation for the Travel segment.

Acquisition of TA Pipeline

On August 6, 2025, the Company entered into a Membership Interest Purchase Agreement (the “TA MIPA”) with TA Pipeline LLC (“TA”) and the members of TA (the “TA Members”), pursuant to which the Company purchased all of the issued and outstanding membership interests of TA (the “TA Acquisition”). The TA Acquisition closed on August 6, 2025, resulting in TA becoming a wholly-owned subsidiary of the Company operating within the Travel segment.

Pursuant to the TA MIPA, as consideration for the TA Acquisition, the Company (i) paid the TA Members an aggregate of $443,168 in cash and (ii) issued an aggregate of 96,774 restricted shares of Company common stock valued at $300,000, based on a price per share of $3.10. In addition, the Company shall make an earnout payment equal to five percent (5%) of the net revenues generated by TA during the 12-month period after the closing date, up to a maximum of $200,000, payable 50% in cash and 50% in restricted shares of Company common stock at $3.10 per share.

In addition, in the event that the fair market value of the Company’s common stock is less than $3.10 per share during the applicable exercise period, each TA Member shall have a limited, one-time option to (i) require the Company to repurchase all or a portion of their TA acquisition shares at $3.10, (ii) require the Company to issue additional shares to make the aggregate value equal to the original aggregate value, or (iii) require the Company to pay the difference in cash between the base price and fair market value. The exercise period commences upon the earlier of the date the shares first become eligible for public resale or the first anniversary of the closing date.

On February 24, 2026, the former TA Members submitted an exercise notice of their option to require the Company to repurchase all of their TA acquisition shares. The Company believes that the former TA Members are in breach of their obligations under the Purchase Agreement and therefore has declined to honor the exercise of the put option and has refused to purchase the shares. The parties are in discussions to resolve the dispute; however, the outcome of such discussions is uncertain. The Company believes it has meritorious defenses and intends to vigorously defend against any claims, as well as assert any and all counterclaims relating to the TA Members’ breach of their obligations.

TA Pipeline adds a customer base of large group travel organizers, integrates its customer pipeline into NextTrip’s NXT2.0 booking technology and PayDlay financing tool, and creates cross-media leverage through JOURNY.tv and Travel Magazine Pro.

Acquisition of Five Star Alliance

On February 6, 2025, the Company entered into a Membership Interest Purchase Agreement (the “FSA Purchase Agreement”) with FSA Travel, LLC (“FSA”), John McMahon, as Majority Member, and the other members of FSA. On February 10, 2025, the Company completed an initial closing, purchasing a 49% ownership stake in FSA for $500,000 in cash plus 161,291 shares of Series O Nonvoting Convertible Preferred Stock. On April 9, 2025, the Company exercised its option to acquire the remaining 51% of FSA’s membership units for an additional $500,000 in cash plus 161,291 shares of Series O Preferred Stock, resulting in FSA becoming a wholly-owned subsidiary of the Company within the Travel segment.

On April 28, 2025, the parties determined that each of the four performance milestones under the FSA Purchase Agreement had been achieved, and in satisfaction of those obligations, the Company paid the FSA Members an additional aggregate of $400,000 in cash and issued an aggregate of 120,967 shares of Series O Preferred. In total, the Company paid aggregate cash consideration of $1,400,000 and issued an aggregate of 443,549 shares of Series O Preferred to the FSA Members in connection with the acquisition of Five Star Alliance.

Founded in 2004, Five Star Alliance is a premier luxury travel agency known for its curated collection of over 5,000 five-star hotels and resorts worldwide, with an industry-leading 4.9-star Trustpilot rating and over 400,000 monthly site visitors. Five Star Alliance offers personalized recommendations, high-end travel solutions, a proprietary booking engine, and established relationships with premium travel providers.

Blue Fysh Share Exchange

On February 24, 2025, the Company and Blue Fysh Holdings Inc. (“Blue Fysh”) entered into a share exchange agreement (the “BF Share Exchange Agreement”) whereby Blue Fysh agreed to issue 82 restricted shares of its common stock to the Company, representing a 10% interest in Blue Fysh, in exchange for 483,000 restricted shares of Series N Nonvoting Convertible Preferred Stock of the Company at an issuance price of $5.00 per share. The BF Share Exchange closed on February 28, 2025. Blue Fysh is focused on digital and network solutions connecting people to brands through thousands of digital installations in diverse environments across North America. The strategic partnership with Blue Fysh is intended to expand audience reach by integrating JOURNY.tv, Travel Magazine, and NextTrip’s booking platform with Blue Fysh’s digital out-of-home solutions, increase advertising revenue through combined media assets, and leverage Blue Fysh’s strategic sales relationships on behalf of NextTrip’s Media segment.

JOURNY.tv Asset Purchase

On April 1, 2025, the Company entered into an asset purchase agreement with Ovation LLC (“Ovation”), pursuant to which the Company purchased assets including trademarks, domains, apps, and certain distribution agreements related to Ovation’s JOURNY.tv business for $300,000 in cash and 20,000 restricted shares of Company common stock. In connection with the acquisition, the Company and Ovation also entered into a License Agreement pursuant to which Ovation granted the Company non-exclusive rights to exhibit JOURNY.tv programming through FAST and Video On Demand channels. The aggregate non-refundable license fee payable over the term of the License Agreement is $336,801.

NextTrip Cruise Launch

On March 27, 2025, NextTrip unveiled NextTrip Cruise, a fully integrated cruise booking engine within the Travel segment providing access to over 10,000 sailings and 35 cruise partners. Travelers benefit from exclusive pricing, concierge service, and bundled packages that include transfers, pre- and post-cruise stays, and expert travel support.

Changes to the Board of Directors

On July 14, 2025, the Company’s Board of Directors adopted a resolution to increase the size of the board from five to seven members and appointed Bill Kerby, the Company’s Chief Executive Officer, and Andy Kaplan as directors to fill the newly created vacancies, in each case effective July 17, 2025. Mr. Kerby shall serve as a Class II director of the Company, with his initial term expiring at the Company’s 2026 Annual Meeting of Stockholders, and Mr. Kaplan shall serve as a Class III director, with his initial term expiring at the Company’s 2027 Annual Meeting of Stockholders. Each of Messrs. Kerby and Kaplan will serve as a director for the balance of their respective initial terms, and until his successor is elected and qualified, subject to his earlier death, resignation or removal. Additionally, effective July 17, 2025, the Board appointed Mr. Kaplan to serve as a member of the Nominations & Governance Committee of the Board.

Additionally, in accordance with the Board Appointment Rights provided for in the Exchange Agreement, on July 14, 2025, the Company’s Board of Directors appointed the NTH Appointees as directors, in each case effective July 28, 2025, at which time Salvatore Battinelli, Jacob Brunsberg, Dennis Duitch and Kent Summers resigned as directors of the Company. Stephen Kircher shall serve as a Class I director, with his initial term expiring at the Company’s 2028 Annual Meeting of Stockholders; Jimmy Byrd shall serve as a Class II director, with his initial term expiring at the Company’s 2026 Annual Meeting of Stockholders; and Ms. Diges and Mr. Jiang shall each serve as a Class III director, with their initial terms expiring at the Company’s 2027 Annual Meeting of Stockholders. Each of NTH Appointees will serve as a director for the balance of their respective initial terms, and until his or her successor is elected and qualified, subject to his or her earlier death, resignation or removal. Additionally, effective July 28, 2025 and as amended on March 3, 2026, the Board appointed the NTH Appointees to serve on the following committees of the Board:

• Audit Committee: Carmen Diges (Chair), Stephen Kircher and Jimmy Byrd
• Compensation Committee: David Jiang (Chair), Stephen Kircher, Jimmy Byrd and Carmen Diges
• Nominations & Governance Committee: Andy Kaplan (Chair), David Jiang, and Carmen Diges

Facilities

Our principal executive office is located at 3900 Paseo del Sol, Santa Fe, New Mexico 87507. The lease is on a month-to-month basis, and can be terminated by either party at any time.

Human Capital Resources

As of May 28, 2026, we had 23 full-time employees and 18 independent contractors. We use independent contractors and temporary personnel to supplement our workforce, particularly in the software development and technology tasks. Our employees are not represented by a labor union, and we consider our employee relations to be very good. Competition for qualified personnel in our industry has historically been intense, particularly for software engineers, developers, and other technical staff. Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and additional employees. We strive to provide competitive compensation and benefits for our employees. Our benefit programs include bonuses, stock-based compensation awards, a 401(k) plan with employer matching, healthcare and insurance benefits, flexible paid time off and other employee assistance programs.

The principal purposes of our equity incentive plans are to attract, retain and motivate selected employees, consultants and directors, through the granting of stock-based compensation awards and cash-based performance bonus awards.

All employees are responsible for upholding our Code of Ethics and Business Conduct, which is important in delivering on our strategy. We maintain a compliance hotline for the confidential reporting of any suspected policy violations or unethical business conduct on the part of our businesses, employees, officers, directors, suppliers, or customers.

Corporate Information

The Company was initially incorporated as Messidor Limited in Nevada on December 23, 1985, and changed its name to Framewaves Inc. in 2001. On September 27, 2010, the name was changed to Sigma Labs, Inc. On May 17, 2022, Sigma Labs, Inc. began doing business as Sigma Additive Solutions, and on August 9, 2022, changed its name to Sigma Additive Solutions, Inc. On March 13, 2024, we changed the Company’s name to NextTrip, Inc. in connection with our reverse acquisition of NTH.

Our principal executive offices are located at 3900 Paseo del Sol, Santa Fe, New Mexico 87507, and our current telephone number at that address is (954) 526-9688. Our website address is www.nexttrip.com (http://www.nexttrip.com). The Company’s annual reports, quarterly reports, current reports on Form 8-K and amendments to such reports filed or furnished pursuant to section 13(a) or 15(d) of the Exchange Act and other information related to the Company, are available, free of charge, on that website as soon as we electronically file those documents with, or otherwise furnish them to, the SEC. The Company’s website and the information contained therein, or connected thereto, are not and are not intended to be incorporated into this Report.

Our business is subject to numerous risks. We caution you that the following important factors, among others, could cause our actual results to differ materially from those expressed in statements made by us or on our behalf in filings with the SEC, press releases or communications with investors and others. Any or all of our statements in this Report and in any other public statements we make may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. The factors mentioned in the discussion below will be important in determining future results. Consequently, actual future results may vary materially from those anticipated in this Report or our other public statements. The occurrence of any of the events or developments described below could harm our financial condition, results of operations, business and prospects. In such an event, the market price of our securities could decline. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may have similar adverse effects on us.

The risks described below and in our filings with the SEC are not the only ones facing us. Our business is also subject to the risks that affect many other companies, such as competition, labor relations, general economic conditions, inflation, supply chain constraints, geopolitical changes, and international operations. We operate in a rapidly changing environment that involves a number of risks, some of which are beyond our control. Additional risks not currently known to us or that we currently believe are immaterial also may impair our business operations and our liquidity. The risks described below and in our filings with the SEC could cause our actual results to differ materially from those contained in the forward-looking statements we have made in this prospectus, the information incorporated herein by reference, and those forward-looking statements we may make from time to time. You should understand that it is not possible to predict or identify all such factors.

Risks Related to Our Business

Our revenue is derived from the global travel industry, and a prolonged or substantial decrease in global travel, particularly air travel, could adversely affect our operating results.

Our revenue is derived from the global travel industry and would be significantly impacted by declines in, or disruptions to, travel activity, particularly air travel. Global factors over which we have no control, but which could impact our clients’ ability or willingness to travel and, depending on the scope and duration, cause a significant decline in travel volumes include, among other things:

• widespread health concerns, epidemics or pandemics, such as the COVID-19 pandemic, the Zika virus, H1N1 influenza, the Ebola virus, avian flu, SARS or any other serious contagious diseases;
• global security concerns caused by terrorist attacks, the threat of terrorist attacks, or the precautions taken in anticipation of such attacks, including elevated threat warnings or selective cancellation or redirection of travel;
• cyber-terrorism, political unrest, the outbreak of hostilities or escalation or worsening of existing hostilities or war, such as Russia’s invasion of Ukraine and the ongoing military conflicts in Israel and Iran, resulting sanctions imposed by the U.S. and other countries and retaliatory actions taken by sanctioned countries in response to such sanctions;
• natural disasters or severe weather conditions, such as hurricanes, flooding and earthquakes;
• climate change-related impact on travel destinations, such as extreme weather, natural disasters and disruptions, and actions taken by governments, businesses and supplier partners to combat climate change;
• the occurrence of travel-related accidents or the grounding of aircraft due to safety concerns;
• the impact of macroeconomic conditions (including inflation) and labor shortages on the cost and availability of airline travel; and
• adverse changes in visa and immigration policies or the imposition of travel restrictions or more restrictive security procedures.

Any decrease in demand for consumer or business travel could materially and adversely affect our business, financial condition and results of operations.

We need additional capital, which may not be available on commercially acceptable terms, if at all, which raises questions about our ability to continue as a going concern.

As of February 28, 2026, we had $13,076,958 in total assets, $7,315,557 in total liabilities, negative working capital of $761,004 and a total accumulated deficit of $50,597,419. We had a net loss applicable to common stockholders of $16,247,596 for the fiscal year ended February 28, 2026, and $10,198,684 for the fiscal year ended February 28, 2025.

We are subject to all the substantial risks inherent in the development of a new business enterprise within an extremely competitive industry. Due to the absence of a long-standing operating history and the emerging nature of the markets in which we compete, we anticipate operating losses until we can successfully implement our business strategy, which includes all associated revenue streams. Our revenue model is new and evolving, and we cannot be certain that it will be successful. The potential profitability of this business model is unproven. We may never achieve profitable operations or generate significant revenues. Our future operating results depend on many factors, including demand for our products, the level of competition, and the ability of our officers to manage our business and growth. Additional development expenses may delay or negatively impact our ability to generate profits. Accordingly, we cannot assure you that our business model will be successful or that we can sustain revenue growth, achieve or sustain profitability, or continue as a going concern.

We estimate that we will need to raise a minimum of $5.5 - $7.0 million in net proceeds to continue operations for the next twelve months, and to support and expand the marketing and development of our products, repay debt obligations, provide capital expenditures for additional equipment and development costs, payment obligations, office space and systems for managing the business, and cover other operating costs until our planned revenue streams from all products are fully implemented and begin to offset its operating costs.

In the event the Company is unable to raise adequate funding in the future for its operations and to pay its outstanding debt obligations, the Company may be forced to scale back its business plan and/or liquidate some or all of its assets or may be forced to seek bankruptcy protection

In light of the foregoing, there is substantial doubt about our ability to continue as a going concern, and the report of our registered independent public accounting firm on our financial statements as of and for the year ended February 28, 2026, included in Item 15 of this Report, contains a going concern qualification.

We are not profitable and may never become profitable.

We have incurred losses in every reporting period since we commenced business operations in 2010 and expect to continue to incur significant losses for the foreseeable future. Our net loss applicable to common stockholders for the years ended February 28, 2026 and February 28, 2025 was $16,247,596 and $10,198,684, respectively. As of February 28, 2026, our accumulated deficit was $50,597,419. There is no assurance that any revenues we generate will be sufficient for us to become profitable or to maintain profitability. Our revenues for the years ended February 28, 2026 and February 28, 2025 were $3,715,528 and $501,423, respectively, and our operating expenses for those periods were $17,017,660 and $7,416,731, respectively. Our current revenues are not sufficient to fund our operations. We cannot predict when, if ever, we might achieve profitability and we are not certain that we will be able to sustain profitability, if achieved. If we fail to achieve or maintain profitability, the market price of our securities is likely to be adversely affected.

We have outstanding indebtedness, which could adversely affect our business and financial condition.

Risks relating to its indebtedness include:

• increasing our vulnerability to general adverse economic and industry conditions;
• requiring us to dedicate a portion of our cash flow from operations to principal and interest payments on our indebtedness, thereby reducing the availability of cash flow to fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes;
• making it more difficult for us to optimally capitalize and manage the cash flow for our businesses;
• limiting our flexibility in planning for, or reacting to, changes in our businesses and the markets in which we operate;
• possibly placing us at a competitive disadvantage compared to our competitors that have less debt; and
• limiting our ability to borrow additional funds or to borrow funds at rates or on other terms that we find acceptable.

If distributors are unable to drive customers to our websites and/or we are unable to drive visitors to our websites, from search engines or otherwise, this could negatively impact transactions on the websites of our distributors as well as our own websites and consequently cause our travel revenue to decrease.

Many visitors find the distributors and NextTrip’s websites by searching for vacation information through Internet search engines. A critical factor in attracting visitors to NextTrip’s websites, and those of our distributors, is how prominently our distributors and NextTrip are displayed in response to search queries. Accordingly, we utilize search engine marketing (“SEM”) as a means to provide a significant portion of our visitor acquisition. SEM includes both paid visitor acquisition (on a cost-per-click basis) and unpaid visitor acquisition, which is often referred to as organic search.

We plan to employ search engine optimization (“SEO”) to acquire visitors. SEO involves developing our websites in order to rank highly in relevant search queries. In addition to SEM and SEO, we may also utilize other forms of marketing to drive visitors to our websites, including branded search, display advertising and email marketing.

The various search engine providers, such as Google and Bing, employ proprietary algorithms and other methods for determining which websites are displayed for a given search query and how highly websites rank. Search engine providers may change these methods in a way that may negatively affect the number of visitors to our distributors’ websites as well as our own websites and may do so without public announcement or detailed explanation. Therefore, the success of our SEO and SEM strategy depends, in part, on our ability to anticipate and respond to such changes in a timely and effective manner.

In addition, websites must comply with search engine guidelines and policies. These guidelines and policies are complex and may change at any time. If we or our distributors fail to follow such guidelines and policies properly, the search engine may cause our content to rank lower in search results or could remove the content altogether. If we or our distributors fail to understand and comply with these guidelines and policies and ensure their websites’ compliance, our SEO and SEM strategy may not be successful.

Unfavorable changes in, or interpretations of, government regulations or taxation of the evolving product offerings, Internet and e-commerce industries could harm our travel division operating results.

We have contracted for products in markets throughout the world, including in jurisdictions which have various regulatory and taxation requirements that can affect our travel division operations or regulate the activity of travel suppliers. Compliance with laws and regulations of different jurisdictions imposing different standards and requirements is very burdensome because each region has different regulations with respect to licensing and other requirements. Our online marketplaces are accessible by travelers in many states and foreign jurisdictions. Compliance requirements that vary significantly from jurisdiction to jurisdiction impose added costs and increased liabilities for compliance deficiencies. In addition, laws or regulations that may harm our business could be adopted, or interpreted in a manner that affects our activities, including but not limited to the regulation of personal and consumer information and real estate licensing requirements. Violations or new interpretations of these laws or regulations may result in penalties, negatively impact our operations and damage our reputation and business.

In addition, many of the fundamental statutes and regulations that impose taxes or other obligations on travel and lodging companies were established before the growth of the Internet and e-commerce, which creates a risk of these laws being used, in ways not originally intended, that could burden travel suppliers or otherwise harm our business. These and other similar new and newly interpreted regulations could increase costs for, or otherwise discourage, suppliers from partnering with us, which could harm our business and operating results.

Furthermore, as we expand or change the products and services that we offer or the methods by which we offer them, we may become subject to additional legal regulations, tax requirements or other risks. Regulators may seek to impose regulations and requirements on us even if we utilize third parties to offer the products or services. These regulations and requirements may apply to payment processing, insurance products or the various other products and services we may now or in the future offer or facilitate through our marketplace. Whether we comply with or challenge these additional regulations, our costs may increase, and our business may otherwise be harmed.

If we are not able to maintain and enhance our NextTrip brand and the brands associated with each of our platforms, our reputation and business may suffer.

It is important for us to maintain and enhance our brand identity in order to attract and retain travel suppliers and customers. The successful promotion of our brands will depend largely on our marketing and public relations efforts. As discussed elsewhere in this Report, our ability to expand our marketing efforts and capitalize on our existing travel technology platforms has been severely restricted due to the lack of funding to drive marketing programs, which has negatively impacted our business. We expect that the promotion of our brands will require us to make substantial investments, and, as our market becomes more competitive, these branding initiatives may become increasingly difficult and expensive. In addition, we may not be able to successfully build our NextTrip brand identity without losing value associated with, or decreasing the effectiveness of, our other brand identities. If we do not successfully maintain and enhance our brands, we could lose traveler traffic, which could, in turn, cause suppliers to discontinue their distribution with us. In addition, our brand promotion activities may not be successful or may not yield sufficient revenue to offset their cost, which could adversely affect our reputation and business.

Our long-term success depends, in part, on our ability to expand traveler bases outside of the United States and, as a result, our business is susceptible to risks associated with international operations.

We have limited operating and e-commerce experience in many foreign jurisdictions and are making significant investments to build our international operations. We plan to continue our efforts to expand globally, including potentially acquiring international businesses and conducting business in jurisdictions where we do not currently operate. Managing a global organization is difficult, time-consuming and expensive and any international expansion efforts that we undertake may not be profitable in the near or long term or otherwise be successful. In addition, conducting international operations subjects the Company to risks that include:

• the cost and resources required to localize its services, which requires the translation of our websites and their adaptation for local practices and legal and regulatory requirements;
• adjusting the products and services we provide in foreign jurisdictions, as needed, to better address the needs of local owners, managers, distributors and travelers, and the threats of local competitors;
• being subject to foreign laws and regulations, including those laws governing Internet activities, email messaging, collection and use of personal information, ownership of intellectual property, taxation and other activities important to our online business practices, which may be less developed, less predictable, more restrictive, and less familiar, and which may adversely affect financial results in certain regions;
• competition with companies that understand the local market better than we do or who have pre-existing relationships with suppliers, distributors and travelers in those markets;
• legal uncertainty regarding our liability for the transactions and content on our websites, including online bookings, property listings and other content provided by suppliers, including uncertainty resulting from unique local laws or a lack of clear precedent of applicable law;
• lack of familiarity with and the burden of complying with a wide variety of other foreign laws, legal standards and foreign regulatory requirements, including invoicing, data collection and storage, financial reporting and tax compliance requirements, which are subject to unexpected changes;
• laws and business practices that favor local competitors or prohibit or limit foreign ownership of certain businesses;
• challenges associated with joint venture relationships and minority investments;
• adapting to variations in foreign payment forms;

19

• difficulties in managing and staffing international operations and establishing or maintaining operational efficiencies;
• difficulties in establishing and maintaining adequate internal controls and security over our data and systems;
• currency exchange restrictions and fluctuations in currency exchange rates;
• potentially adverse tax consequences, which may be difficult to predict, including the complexities of foreign value added tax systems and restrictions on the repatriation of earnings;
• political, social and economic instability abroad, war, terrorist attacks and security concerns in general;
• the potential failure of financial institutions internationally;
• reduced or varied protection for intellectual property rights in some countries; and
• higher telecommunications and Internet service provider costs.

Operating in international markets also requires significant management attention and financial resources. We cannot guarantee that our international expansion efforts in any or multiple territories will be successful. The investment and additional resources required to establish operations and manage growth in other countries may not produce desired levels of revenue or profitability and could instead result in increased costs.

The market in which we participate is highly competitive, and we may be unable to compete successfully with our current or future competitors.

The market to provide listing, search and marketing services for the travel industry is very competitive and dominated by key players, such as Expedia and Booking.com. In addition, the barriers to entry are low and new competitors may enter. All of the services that we plan to provide to travelers are provided separately or in combination by current or potential competitors. Our competitors may adopt aspects of our business model, which could reduce our ability to differentiate our services. Additionally, current or new competitors may introduce new business models or services that we may need to adopt or otherwise adapt to in order to compete, which could reduce our ability to differentiate our business or services from those of our competitors.

In addition, most of our current or potential competitors are larger and have more resources than we do. Many of our current and potential competitors enjoy substantial competitive advantages, such as greater name recognition in their markets, longer operating histories and larger marketing budgets, as well as substantially greater financial, technical and other resources. In addition, our current or potential competitors may have access to larger traveler bases. As a result, our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or distribution or traveler requirements. For all of these reasons, we may not be able to compete successfully against our current and future competitors.

If we are unable to introduce new or upgraded products, services or features that distributors, travelers or agents recognize as valuable, we may fail to: drive additional travelers to our websites, retain existing distributors, and/or attract new distributors. Our efforts to develop new and upgraded services and products could require us to incur significant costs.

In order to attract travelers to our distributors, as well as our own online marketplace, while retaining, and attracting new suppliers, we will need to continue to invest in the development of new products, services and features that both add value for travelers and suppliers and differentiate us from our competitors. The success of new products, services and features depends on several factors, including the timely completion, introduction and market acceptance of the product, service or feature. If travelers, or suppliers do not recognize the value of our new services or features, they may choose not to utilize our products or make their inventory available through our channels.

Attempting to develop and deliver these new or upgraded products, services or features involves inherent hazards and difficulties, and is costly. Efforts to enhance and improve the ease of use, responsiveness, functionality and features of our existing websites have inherent risks, and we may not be able to manage these product developments and enhancements successfully. We may not succeed in developing new or upgraded products, services or features or new or upgraded products, services or features may not work as intended or provide value. In addition, some new or upgraded products, services or features may be difficult for us to market and may also involve unfavorable pricing. Even if we succeed, we cannot guarantee that our suppliers will respond favorably.

In addition to developing our own improvements, we may choose to license or otherwise integrate applications, content and data from third parties. The introduction of these improvements imposes costs on the Company and creates a risk that we may be unable to continue to access these technologies and content on commercially reasonable terms, or at all. In the event we fail to develop new or upgraded products, services or features, the demand for our services and ultimately our results of operations may be adversely affected.

We are exposed to fluctuations in currency exchange rates.

Because we plan to conduct a significant portion of our business outside the United States, but report our results in U.S. dollars, we face exposure to adverse movements in currency exchange rates, which may cause our revenue and operating results to differ materially from expectations. In addition, fluctuation in our mix of U.S. and foreign currency denominated transactions may contribute to this effect as exchange rates vary. Moreover, as a result of these exchange rate fluctuations, revenue, cost of revenue, operating expenses and other operating results may differ materially from expectations when translated from the local currency into U.S. dollars upon consolidation. For example, if the U.S. dollar strengthens relative to foreign currencies our non-U.S. revenue would be adversely affected when translated into U.S. dollars. Conversely, a decline in the U.S. dollar relative to foreign currencies would increase our non-U.S. revenue when translated into U.S. dollars. We may enter into hedging arrangements in order to manage foreign currency exposure, but such activities may not completely eliminate fluctuations in our operating results and may be costly.

If we fail to protect confidential information against security breaches, or if distributors or travelers are reluctant to use our online marketplace because of privacy or security concerns, we might face additional costs, and activity on our websites could decline.

We collect and use personally identifiable information of distributors and travelers in the operation of our business. Our systems may be vulnerable to computer viruses or physical or electronic break-ins that our security measures may not detect. Anyone that is able to circumvent our security measures could misappropriate confidential or proprietary information, cause an interruption in our operations, damage our computers or those of our users, or otherwise damage our reputation and business. We may need to expend significant resources to protect against security breaches or to address problems caused by breaches. Security breaches of our systems, or the systems of third parties we rely upon, such as credit card processors, could damage our reputation and expose us to litigation and possible liability under various laws and regulations. Concern among distributors and travelers regarding our use of personal information collected on our websites could keep them from using, or continuing to use, our online marketplace.

There are risks of security breaches both on our systems and on third party systems which store our information as we increase the types of technology that we use to operate our marketplace, such as mobile applications. New and evolving technology systems and platforms may involve security risks that are difficult to predict and adequately guard against. In addition, third parties that process credit card transactions between us and travelers maintain personal information collected from them. Such information could be stolen or misappropriated, and we could be subject to liability as a result. Our distributors and travelers may be harmed by such breaches, and we may in turn be subject to costly litigation or regulatory compliance costs, and harm to our reputation and brand. Moreover, some distributors and travelers may cease using our marketplace altogether.

The laws of some states and countries require businesses that maintain personal information about their residents in electronic databases to implement reasonable measures to keep that information secure. Our practice is to encrypt all sensitive information, but we do not know whether our current practice will be challenged under these laws. In addition, under certain of these laws, if there is a breach of our computer systems and we know or suspect that unencrypted personal data has been stolen, we are required to inform any user whose data was stolen, which could harm our reputation and business. Complying with the applicable notice requirements in the event of a security breach could result in significant costs. We may also be subject to contractual claims, investigation and penalties by regulatory authorities, and claims by persons whose information was disclosed.

Compounding these legal risks, many states and countries have enacted different and often contradictory requirements for protecting personal information collected and maintained electronically. Compliance with these numerous and contradictory requirements is particularly difficult for us because we collect personal information from users in multiple jurisdictions. While we endeavor to comply fully with these laws, failure to comply could result in legal liability, cause the Company to suffer adverse publicity and lose business, traffic and revenue. If we were required to pay any significant amount of money in satisfaction of claims under these or similar laws, or if we were forced to cease our business operations for any length of time as a result of our inability to comply fully, our business, operating results and financial condition could be adversely affected.

Cyber-attacks and system vulnerabilities could lead to sustained service outages, data loss, reduced revenue, increased costs, liability claims, or harm to our competitive position.

We may experience targeted and organized malware, phishing, and account takeover attacks and other forms of attack such as ransomware, SQL injection (where a third-party attempts to insert malicious code into its software through data entry fields in its websites in order to gain control of the system) and attempts to use our websites as a platform to launch a denial-of-service attack on another party. Our existing security measures may not be successful in preventing attacks on our systems. Our existing IT business continuity and disaster recovery practices are less effective against certain types of attacks such as ransomware, which could result in our services being unavailable for an extended period of time, nullify our data, expose our payment card and personal data, or expose us to an extortion attempt.

Reductions in the availability and response time of our online services could cause loss of substantial business volumes during the occurrence of a cyber-attack on our systems and measures we may take to divert suspect traffic in the event of such an attack could result in the diversion of bona fide customers. These issues are more difficult to manage during any expansion of the number of places where we operate and the variety of services we offer, and as the tools and techniques used in such attacks become more advanced. We use sophisticated technology to identify cybersecurity threats; however, a cyberattack may go undetected for a period of time resulting in harm to our computer systems and the loss of data. This could result in financial penalties being imposed by the regulators and reputational harm. Our insurance policies have coverage limits and may not be adequate to reimburse us for all losses caused by security breaches. Successful attacks could result in significant interruptions in our operations, severe damage to our information technology infrastructure, negative publicity, damage our reputation, and prevent consumers from using our services during the attack, any of which could cause consumers to use the services of our competitors, which would have a negative effect on the value of our brands, market share, business, and results of operations.

If our systems cannot cope with the level of demand required to service our consumers and accommodations, we could experience unanticipated disruptions in service, slower response times, decreased customer service and customer satisfaction, and delays in the introduction of new services.

As an online business, we are dependent on the Internet and maintaining connectivity between us and consumers, sources of Internet traffic, such as Google, and our travel service providers. As consumers increasingly turn to mobile and other smart devices, we also depend on consumers’ access to the Internet through mobile carriers and their systems. Disruptions in internet access, especially if widespread or prolonged, could materially adversely affect our business and results of operations. While we maintain redundant systems and hosting services, it is possible that we could experience an interruption in our business, and we do not carry business interruption insurance sufficient to compensate us for all losses that may occur. We do not have a comprehensive disaster recovery plan in every geographic region in which we conduct business, and these systems and operations are vulnerable to damage or interruption from human error, misconduct, or catastrophic events. In the event of any disruption of service at such facilities or the failure by such facilities to provide our required data communications capacity, we may not be able to switch to back-up systems immediately and it could result in lengthy interruptions or delays in our services. We have taken and continue to take steps to increase the reliability and redundancy of our systems. These steps are expensive, may reduce our margins, and may not be successful in reducing the frequency or duration of unscheduled downtime.

Loss or material modification of our credit card acceptance privileges could have a material adverse effect on our business and operating results.

The loss of our credit card acceptance privileges could significantly limit the availability and desirability of our products and services. Moreover, if we fail to fully perform our contractual obligations, we could be obligated to reimburse credit card companies for refunded payments that have been contested by the cardholders. In addition, even when we are in compliance with these obligations, we bear other expenses including those related to the acceptance of fraudulent credit cards. As a result of all of these risks, credit card companies may require us to set aside additional cash reserves, may increase the transaction fees they charge us, or may even refuse to renew our acceptance privileges.

In addition, credit card networks, such as Visa, MasterCard and American Express, have adopted rules and regulations that apply to all merchants who process and accept credit cards and include the Payment Card Industry Data Security Standards (the “PCI DSS”). Under these rules, we are required to adopt and implement internal controls over the use, storage and security of card data. We assess our compliance with the PCI DSS rules on a periodic basis and make necessary improvements to our internal controls. Failure to comply may subject us to fines, penalties, damages and civil liability and could prevent us from processing or accepting credit cards. However, we cannot guarantee that compliance with these rules will prevent illegal or improper use of our payment systems or the theft, loss or misuse of the credit card data.

The loss of, or the significant modification of, the terms under which we obtain credit card acceptance privileges could have a material adverse effect on our business, revenue and operating results.

We currently rely on a small number of third-party service providers to host and deliver a significant portion of our services, and any interruptions or delays in services from these third parties could impair the delivery of our services and harm our business.

We rely on third-party service providers for numerous products and services, including payment processing services, data center services, web hosting services, insurance products for customers and travelers and some customer service functions. We rely on these companies to provide uninterrupted services and to provide their services in accordance with all applicable laws, rules and regulations.

We use a combination of third-party data centers to host our websites and core services. We do not control the operation of any of the third-party data center facilities we use. These facilities may be subject to break-ins, computer viruses, denial-of-service attacks, sabotage, acts of vandalism and other misconduct. They are also vulnerable to damage or interruption from power loss, telecommunications failures, fires, floods, earthquakes, hurricanes, tornadoes and similar events. We currently do not have a comprehensive disaster recovery plan in place nor do our systems provide complete redundancy of data storage or processing. As a result, the occurrence of any of these events, a decision by our third-party service providers to close their data center facilities without adequate notice or other unanticipated problems could result in loss of data as well as a significant interruption in our services and harm to our reputation and brand.

If our third-party service providers experience difficulties and are not able to provide services in a reliable and secure manner, if they do not operate in compliance with applicable laws, rules and regulations and, with respect to payment and card processing companies, if they are unable to effectively combat the use of fraudulent payments on our websites, our results of operations and financial positions could be materially and adversely affected. In addition, if such third-party service providers were to cease operations or face other business disruption either temporarily or permanently, or otherwise face serious performance problems, we could suffer increased costs and delays until we find or develop an equivalent replacement, any of which could have an adverse impact on our business and financial performance.

If we do not adequately protect our intellectual property, our ability to compete could be impaired.

Our intellectual property includes the content of our websites, registered domain names, as well as registered and unregistered trademarks, know-how and trade secrets. We believe that our intellectual property is an essential asset of our business and that our domain names and our technology infrastructure currently give us a competitive advantage in the online market for travel. If we do not adequately protect our intellectual property, our brand, reputation and perceived content value could be harmed, resulting in an impaired ability to compete effectively.

To protect our intellectual property, we rely on a combination of copyright, trademark and trade secret laws, contractual provisions and our user policy and restrictions on disclosure. Upon discovery of potential infringement of our intellectual property, we promptly take action we deem appropriate to protect our rights. We also enter into confidentiality agreements with our employees and consultants and seek to control access to and distribution of our proprietary information in a commercially prudent manner. The efforts we have taken to protect our intellectual property may not be sufficient or effective, and, despite these precautions, it may be possible for other parties to copy or otherwise obtain and use the content of our websites without authorization. We may be unable to prevent competitors from acquiring domain names or trademarks that are similar to, infringe upon or diminish the value of our domain names, service marks and our other proprietary rights. Even if we do detect violations and decide to enforce our intellectual property rights, litigation may be necessary to enforce our rights, and any enforcement efforts we undertake could be time-consuming, expensive, distracting and result in unfavorable outcomes. A failure to protect our intellectual property in a cost-effective and meaningful manner could have a material adverse effect on our ability to compete.

Effective trademark, copyright and trade secret protection may not be available in every country in which our offerings are available over the Internet. In addition, the legal standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain and still evolving.

We may be subject to claims that we violated intellectual property rights of others, which are extremely costly to defend and could require us to pay significant damages and limit our ability to operate.

Companies in the Internet and technology industries, and other trademark holders seeking to profit from royalties in connection with grants of licenses, own large numbers of copyrights, trademarks and trade secrets and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. There may be intellectual property rights held by others, including issued or pending trademarks, that cover significant aspects of our technologies, content, branding or business methods. Any intellectual property claims against us, regardless of merit, could be time-consuming and expensive to settle or litigate and could divert management’s attention and other resources. These claims also could subject us to significant liability for damages and could result in the Company having to stop using technology, content, branding or business methods found to be in violation of another party’s rights. We might be required or may opt to seek a license for rights to intellectual property held by others, which may not be available on commercially reasonable terms, or at all. If we cannot license or develop technology, content, branding or business methods for any allegedly infringing aspect of our business, we may be unable to compete effectively. Even if a license is available, we could be required to pay significant royalties, which could increase our operating expenses. We may also be required to develop alternative non-infringing technology, content, branding or business methods, which could require significant effort and expense and be inferior. Any of these results could harm our operating results.

If the businesses and/or assets that we have acquired or invested in do not perform as expected or we are unable to effectively integrate acquired businesses, our operating results and prospects could be harmed.

Our acquisition activity involves numerous risks, including the following:

• difficulties in integrating and managing the combined operations, technologies, technology platforms and products of the acquired businesses and realizing the anticipated economic, operational and other benefits in a timely manner, which could result in substantial costs and delays or other operational, technical or financial problems;
• legal or regulatory challenges or post-acquisition litigation, which could result in significant costs or require changes to the businesses or unwinding of the transaction;
• failure of the acquired company or assets to achieve anticipated revenue, earnings or cash flow;
• diversion of management’s attention or other resources from our existing business;
• our inability to maintain key distributors and business relationships, and the reputations of acquired businesses;
• uncertainty resulting from entering markets in which we have limited or no prior experience or in which competitors have stronger market positions;
• our dependence on unfamiliar affiliates and partners of acquired businesses;
• unanticipated costs associated with pursuing acquisitions;
• liabilities of acquired businesses, which may not be disclosed to us or which may exceed our estimates, including liabilities relating to non-compliance with applicable laws and regulations, such as data protection and privacy controls;
• difficulties in assigning or transferring to us or our subsidiaries intellectual property licensed to companies we acquired;
• potential loss of key employees of the acquired companies;
• difficulties in complying with antitrust and other government regulations;
• challenges in integrating and auditing the financial statements of acquired companies that have not historically prepared financial statements in accordance with U.S. generally accepted accounting principles; and
• potential accounting charges to the extent intangibles recorded in connection with an acquisition, such as goodwill, trademarks, customer relationships or intellectual property, are later determined to be impaired and written down in value.

24

Moreover, we rely heavily on the representations and warranties provided to us by the sellers of acquired companies and assets, including as they relate to creation, ownership and rights in intellectual property, existence of open-source software and compliance with laws and contractual requirements. If any of these representations and warranties are inaccurate or breached, such inaccuracy or breach could result in costly litigation and assessment of liability for which there may not be adequate recourse against such sellers, in part due to contractual time limitations and limitations of liability.

Failure to obtain adequate insurance coverage could put us at risk for uninsured losses.

Some or all of our customers may require insurance as a requirement to conduct business with us. Although we currently have product liability insurance, we may be unable to obtain or maintain adequate liability insurance on acceptable terms, if at all, and there is a risk that our insurance will not provide adequate coverage against our potential losses. Additionally, there are certain types of losses that may not be insurable at a cost that we can afford, and insurance may not be available at any cost with respect to certain losses. Claims or losses in excess of any insurance coverage we may obtain, or the lack of insurance coverage, could put us at risk of uninsured loss, which would have a material adverse effect on our business and financial condition.

We are dependent on key personnel, and the loss of any of these individuals could harm our business.

We depend on key industry and other personnel. The loss of any of these individuals could harm our business and significantly delay or prevent the achievement of our business objectives. The success of our business will require that we attract, develop, motivate and retain experienced and innovative executive officers and information technology professionals who have designed or implemented complex information technology projects.

Innovative, experienced and technically proficient individuals are in great demand and are likely to remain a limited resource. We may be unable to continue to attract and retain desirable executive officers and technology professionals. Our inability to hire sufficient personnel on a timely basis or the loss of significant numbers of executive officers and senior managers could adversely affect our business.

Our Bylaws contain provisions for indemnifying our officers and directors.

Our amended and restated bylaws (“Bylaws”) contain provisions with respect to the indemnification of our officers and directors against all costs, charges and expenses actually and reasonably incurred by an officer or director paid to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been one of our directors or officers. To the extent that our directors’ and officers’ insurance policy does not provide reimbursement for such costs, charges, expenses and other amounts, we may incur substantial expenses in satisfying our indemnification obligations.

Our operating costs could be significantly higher than we expect, and this could reduce our future profitability.

In addition to general economic conditions, market fluctuations and international risks, significant increases in operating, development and implementation costs could adversely affect us due to numerous factors, many of which are beyond our control.

Risks Related to Our Securities

The price of our securities is subject to volatility related or unrelated to our operations, which could result in substantial losses for our stockholders.

Between March 1, 2025 and February 28, 2026, the trading price of our common stock has ranged from a low of $1.69 to a high of $6.00, and could be subject to wide fluctuations in the future in response to various factors, some of which are beyond our control. These factors include those discussed previously in this “Risk Factors” section and others, such as:

• delays or failures in the commercialization of our current or future products and services;
• quarterly variations in our results of operations or those of our competitors;
• changes in our earnings estimates or recommendations by securities analysts or adverse publicity about us or our products or services;

25

• announcements by us or our competitors of new products and services, significant contracts, commercial relationships, acquisitions or capital commitments;
• adverse developments with respect to our intellectual property rights;
• commencement of litigation involving us or our competitors;
• any major changes in our Board of Directors or management;
• market conditions in our industry;
• Changes in laws and regulations applicable to our business; and
• general economic conditions in the United States and abroad.

In addition, the stock market, in general, has recently experienced, and may continue to experience, broad market fluctuations, which may adversely affect the market price or liquidity of our securities.

We could be subject to securities class action litigation.

Any sudden decline in the market price of our securities could trigger securities class action lawsuits against us. If any of our stockholders were to bring such a lawsuit against us, we could incur substantial costs defending the lawsuit and the time and attention of our management would be diverted from our business and operations. We also could be subject to damages claims if we are found to be at fault in connection with a decline in the market price of our securities.

Historically, there has been a limited trading market in our common stock, and you may therefore have difficulty selling your securities at a price that you determine is satisfactory.

Our common stock is listed on the Nasdaq Capital Market. Historically, there has been a limited trading market for our common stock. There is no assurance that our common stock will actively trade in the public market at or above a price that you consider acceptable. If an active market for our common stock is not maintained, it may be difficult for you to sell your shares of common stock when you wish to sell them or at a price that you consider satisfactory. An inactive trading market may also impair our ability to raise capital to continue to fund operations by selling securities and may impair our ability to acquire other companies or technologies by using our securities as consideration.

If we are unable to comply with the continued listing requirements of the Nasdaq Capital Market, our common stock could be delisted, which could affect our common stock’s market price and liquidity and reduce our ability to raise capital.

Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”), a national securities exchange, which imposes continued listing requirements with respect to issuers whose securities are listed on Nasdaq. If we fail to satisfy the continued listing standards, such as, for example, Nasdaq’s minimum bid price requirement or stockholders equity requirements, Nasdaq may issue a non-compliance letter or initiate delisting proceedings.

If we are unable to maintain compliance with the continued listing requirements of Nasdaq, our common stock could be delisted, making it could be more difficult to buy or sell our securities and to obtain accurate quotations, and the price of our securities could suffer a material decline. Delisting could also impair our ability to raise capital.

You may experience significant dilution as a result of future equity offerings or the conversion of outstanding shares of our convertible preferred stock.

In order to raise additional capital, we may sell additional shares of our common stock, or other securities convertible into or exchangeable for our common stock. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be lower than the price per share that you paid for our common stock.

Additionally, as of May 28, 2026, there were 558,737 shares of our preferred stock are outstanding, consisting of 150,000 shares of Series A Preferred Stock, 408,421 shares of our Series B Preferred Stock, and 316 shares of Series E Preferred Stock. The Series A Preferred Stock will automatically convert into shares of our common stock at such time, if ever, we received stockholder approval of such conversions in accordance with applicable Nasdaq rules.

Our outstanding warrants may result in further dilution to our stockholders.

As of May 28, 2026, there were warrants to purchase an aggregate of 4,957,011 shares of our common stock outstanding, which if exercised, would result in significant dilution to holders of our shares of common stock.

We do not intend to pay dividends on our common stock, and your ability to achieve a return on your investment will depend on appreciation in the market price of our securities.

We currently intend to invest our future earnings, if any, to fund our growth and not to pay any cash dividends on our common stock. Since we do not intend to pay dividends, your ability to receive a return on your investment will depend on any future appreciation in the market price of our securities. There is no assurance that our securities will appreciate in price.

If securities or industry analysts do not publish research or reports about us, or if they issue adverse or misleading opinions regarding us or our securities, the market price of our securities and their trading volume could decline.

If we do not obtain and maintain research coverage by securities and industry analysts, the market price for our securities may be adversely affected. The market price of our securities also may decline if any analyst who covers us issues an adverse or erroneous opinion regarding us, our business model, our intellectual property or our performance. If one or more analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the market price of our securities and their trading volume to decline and possibly adversely affect our ability to engage in future financings.

Sales of a substantial number of shares of our common stock in the public market could cause our stock price to fall.

As of May 28, 2026, we had 14,493,468 outstanding shares of common stock. Future sales of a large number of our shares, or the issuance of shares issuable upon exercise of our outstanding warrants and stock options or conversion of outstanding shares of our convertible preferred stock, or the perception that a large number of shares may be sold, could have a material adverse effect on the trading price of our common stock.

If we fail to maintain effective internal control over financial reporting, the market price of our securities may be adversely affected.

As a public reporting company, we are required to establish and maintain effective internal control over financial reporting. Failure to establish such internal control, or any failure of such internal control once established, could adversely impact our public disclosures regarding our business, financial condition or results of operations. Any failure of our internal control over financial reporting could also prevent us from maintaining accurate accounting records and discovering accounting errors and financial frauds.

Rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 require annual assessment of our internal control over financial reporting. The standards that must be met for management to assess the internal control over financial reporting as effective are complex, and require significant documentation, testing and possible remediation to meet the detailed standards. We may encounter problems or delays in completing activities necessary to make an assessment of our internal control over financial reporting. If we cannot assess our internal control over financial reporting as effective, investor confidence and share value may be negatively impacted. In addition, management’s assessment of internal control over financial reporting may identify weaknesses and conditions that need to be addressed in our internal control over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting (including those weaknesses identified in our periodic reports), or disclosure of management’s assessment of our internal control over financial reporting may have an adverse impact on the price of our securities.

Provisions in our Charter and Bylaws could discourage a takeover that stockholders may consider favorable and may lead to entrenchment of management.

Our amended and restated articles of incorporation (“our Charter”) and Bylaws contain provisions that could delay or prevent changes in control or changes in our management without the consent of our Board of Directors. These provisions include the following:

• a classified Board of Directors with three-year staggered terms, which may delay the ability of stockholders to change the membership of a majority of our Board of Directors;
• no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;
• the exclusive right of our Board of Directors to elect a director to fill a vacancy created by the expansion of the Board of Directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our Board of Directors;
• the ability of our Board of Directors to alter our Bylaws without obtaining stockholder approval;
• the required approval of the holders of at least two-thirds of the shares entitled to vote at an election of directors to adopt, amend or repeal our Bylaws or repeal the provisions of our Charter and Bylaws regarding the election and removal of directors;
• a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;
• the requirement that a special meeting of stockholders may be called only by the chairman of the Board of Directors, the chief executive officer, the president (in the absence of a chief executive officer) or the Board of Directors, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; and
• advance notice procedures that stockholders must comply with in order to nominate candidates to our Board of Directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.

These provisions could inhibit or prevent possible transactions that some stockholders may consider attractive.

We could issue one or more additional series of shares of preferred stock with the effect of diluting existing stockholders and impairing their voting and other rights.

Our Board of Directors is authorized to issue up to 10,000,000 shares of preferred stock and may determine the terms of future preferred stock offerings without further action by our stockholders. If we issue preferred stock, it could affect your rights or reduce the value of our outstanding common stock. In particular, specific rights granted to future holders of preferred stock may include voting rights, preferences as to dividends and liquidation, conversion, and redemption rights, sinking fund provisions, and restrictions on our ability to merge with or sell our assets to a third party. As of May 28, 2026, 558,737 shares of our preferred stock are outstanding, consisting of 150,000 shares of Series A Preferred Stock, 408,421 shares of Series B Stock, and 316 shares of Series E Preferred Stock.

Risk Management and Strategy

Due to the size of our company, we have not yet developed robust policies and processes for assessing, identifying, and managing material risk from cybersecurity threats. We have implemented access controls with respect to our systems, which we monitor regularly and audit annually. We currently rely heavily on products and services provided by third-party suppliers to operate certain critical business systems, including without limitation, cloud-based infrastructure, encryption and authentication technology, email, and other functions. We rely on third party providers and outsourced IT services to monitor and address cybersecurity related risks, including installing software for threat protection and malware. Such third-party providers are tasked with notifying management of any material risks or cybersecurity concerns that they identify, which management then assesses and may bring to our Board of Directors to discuss if deemed necessary or appropriate. Based on the results of our risk assessments, if deemed necessary or appropriate, we take steps to re-design, implement, and maintain reasonable safeguards to minimize identified risks; reasonably address any identified gaps in existing safeguards; and regularly monitor the effectiveness of our safeguards.

We intend to work with outside counsel and third-party service providers to further develop our expertise, processes and procedures with respect to cybersecurity protection and our response plan.

To date, we have not (to our knowledge) encountered cybersecurity challenges that have materially impaired our operations or financial standing. For additional information regarding risks from cybersecurity threats, please refer to Item 1A, “Risk Factors,” in this Report.

Governance

Our management team is primarily responsible for assessing and managing our strategic risk exposures, including material risks from cybersecurity threats, with assistance from third-party service providers. Management oversees our cybersecurity process on a day-to-day basis, including those described in “Risk Management and Strategy” above.

Our Board of Directors does not have a standing risk management committee. Instead, our Board of Directors as a whole has oversight responsibility for risk management, which it administers directly as well as with the assistance of standing committees of the Board of Directors that will address risks inherent in their respective areas of oversight. Throughout the year, the board and its committees engage with management to discuss a wide range of enterprise risks, including cybersecurity.

We lease co-working space at 3900 Paseo del Sol, Santa Fe, New Mexico 87507, for a monthly rent expense of approximately $250. The lease is on a month-to-month basis and is cancelable at any time. We believe that our facilities are suitable for our current needs.

We are not currently a party to any legal proceedings. However, from time to time, we may become subject to legal proceedings and claims that arise in the ordinary course of our business, and an adverse outcome in litigation could materially adversely affect our business, results of operations, financial condition, cash flows and price.

You should read the following discussion of our financial condition and results of operations in conjunction with the “Risk Factors” included in Part I, Item 1A, “Risk Factors” of this Report and our Consolidated Financial Statements and related Notes thereto included in Part II, Item 8, “Financial Statements and Supplementary Data” of this Report. See also the discussion of “Forward-Looking Statements” immediately preceding Part I of this Report.

Business Overview

NextTrip, Inc. is an early-stage, technology-forward travel and media company operating at the intersection of premium video content and online travel commerce. Our strategy is to bring together premium travel content, global audience reach, proprietary booking technology, and concierge-supported travel services into a single, integrated ecosystem that guides consumers across the full travel journey—from inspiration and discovery, through planning, to booking and post-sale servicing. We refer to this integrated model as our “Watch. Scan. Book. Go.” content-to-commerce strategy.

We operate and report our business in two segments—Travel and Media—that are designed to function as a single, mutually reinforcing ecosystem. Our Media segment builds awareness and audience scale, generates advertising revenue, and channels high-intent travel consumers into our Travel segment, where those consumers transact through our proprietary booking platforms. The discussion that follows in this Item 7 should be read together with the more detailed description of our business in Part I, Item 1 (Business), the risk factors in Part I, Item 1A (Risk Factors), and our consolidated financial statements and related Notes in Part II, Item 8.

Our Operating Segments

Travel Segment

Our Travel segment comprises our travel booking and commerce operations. It includes our proprietary NXT2.0 booking platform and all booking-oriented brands and products, including NextTrip Vacations (direct-to-consumer leisure), Five Star Alliance (luxury hotel and cruise bookings), TA Pipeline (group and MICE travel), NextTrip Cruise, the Groups Platform, the Travel Agent Platform, JournyGO (our agentic AI-powered “Watch. Scan. Book. Go.” booking ecosystem launched on March 31, 2026), and Travel Magazine Pro™ (our advisor-focused, content-to-commerce platform). The Travel segment also includes our PayDlay deferred-payment booking option.

Travel segment revenue is generated principally through commissions, markups, and service fees on travel bookings across hotels, vacation rentals, cruises, packages, and related travel services, as well as advisor-driven commissions and attribution-based fees through Travel Magazine Pro™. Product sales are structured either as commission-based transactions, where the supplier or wholesaler controls pricing (which is the case for most Five Star Alliance product), or under direct, negotiated supplier contracts in which we set retail pricing (which is the case for most NXT2.0 product). Commission-based travel is generally lower margin than direct-contract travel. Our strategy emphasizes higher-value travel categories—luxury, cruise, and groups—which we believe offer higher transaction values, repeat-purchase behavior, and stronger service economics.

Media Segment

Our Media segment comprises our content creation, audience development, media distribution, and advertising monetization operations. It includes JOURNY.tv (our owned global travel media network, into which we are integrating the GoUSA TV content library and distribution assets acquired from Brand USA in February 2026), our joint venture with KC Global Media for international expansion across India, Southeast Asia, Africa, and Australia/New Zealand, and Travel Magazine, our editorial travel content platform. We expect combined JOURNY.tv and GoUSA TV assets to support media distribution reaching approximately 250 million viewers globally in 2026 across FAST, OTT, connected TV, mobile, and digital platforms.

Media segment revenue is generated primarily through advertising, sponsorships, branded content, and destination marketing programs. In addition to direct monetization, the Media segment functions as a demand-generation engine for the Travel segment by engaging travel audiences at scale and reducing our reliance on third-party paid-marketing channels. We believe that as our audience grows, advertising rates and inventory utilization will rise, and our ability to convert viewer engagement directly into bookings—particularly through JournyGO and our perpetually licensed Promethean interactive video overlay technology—will increase the effective yield of our Media assets.

Integrated Content-to-Commerce Model

Our platform is organized around four core elements that, taken together, form the “Watch. Scan. Book. Go.” pathway from discovery to confirmed booking:

• **Content and Inspiration—**travel programming and editorial storytelling delivered through JOURNY.tv (including integrated GoUSA TV content), the KC Global Media joint venture, and Travel Magazine.
• **Discovery and Planning—**editorial content, agentic AI-powered personalization, and search tools (including through Travel Magazine Pro™) that translate audience engagement into booking intent.
• **Booking and Commerce—**direct transaction capabilities through NXT2.0 and affiliated booking platforms, covering leisure, luxury, cruise, group, and business travel.
• **Service and Support—**concierge and call-center infrastructure supporting higher-value experiences and complex itineraries.

Promethean, our perpetually licensed interactive video overlay platform, is the connective tissue of this model: it embeds contextual advertisements and bookable calls-to-action directly within streaming video content, allowing viewers to move from JOURNY.tv into NXT2.0 transactions without leaving the viewing experience. We believe this integration is intended to reduce customer acquisition costs over time by leveraging owned media audiences, while also generating an independent stream of advertising revenue.

Key Fiscal 2026 Developments

Several transactions and product launches during, and shortly after, the fiscal year ended February 28, 2026 materially expanded the scope of our operations and the basis for the period-over-period comparisons that follow. These developments shape the discussion of results of operations, liquidity, and capital resources in this Item 7 and are summarized below.

• Acquisition of Five Star Alliance (April 2025). We completed the acquisition of FSA Travel, LLC, adding a curated portfolio of over 5,000 luxury hotels and resorts, an industry-leading 4.9-star Trustpilot rating, and approximately 400,000 monthly site visitors, for aggregate consideration of $1.4 million in cash and 443,549 shares of Series O Nonvoting Convertible Preferred Stock.
• Acquisition of TA Pipeline (August 2025). We acquired TA Pipeline LLC, a group travel and MICE platform supporting groups ranging from 50 to 5,000 travelers, for $443,168 in cash and 96,774 restricted shares, plus a contingent earnout. Subsequent to year-end, the former TA Members submitted a put-option exercise notice that we declined to honor; the dispute is in discussion, and the related accounting and contingencies are addressed elsewhere in this Item 7.
• JOURNY.tv Asset Purchase (April 2025). We purchased trademarks, domains, applications, and certain distribution agreements relating to the JOURNY.tv business from Ovation LLC for $300,000 in cash and 20,000 restricted shares, together with a related non-exclusive license.
• KC Global Media Joint Venture (July 2025). We entered into a joint venture with KC Global Media to accelerate JOURNY.tv’s international distribution and advertising monetization across India, Southeast Asia, Africa, and Australia/New Zealand.
• GoUSA TV Asset Purchase (February 2026). We acquired select content, brand, and distribution assets of GoUSA TV from Brand USA for $350,000 in cash and $350,000 of restricted shares, plus a 15% advertising-revenue royalty and a destination-booking royalty over a three-year period (subject to specified minimum quarterly payments). GoUSA TV historically reached an estimated 200+ million viewers globally, and we are integrating its U.S.-focused content into JOURNY.tv.
• Blue Fysh Share Exchange (February 2025). We acquired a 10% interest in Blue Fysh Holdings Inc. in exchange for 483,000 shares of Series N Nonvoting Convertible Preferred Stock, supporting digital out-of-home distribution and advertising sales for our Media properties.
• NextTrip Cruise Launch (March 2025). We launched a fully integrated cruise booking engine providing access to over 10,000 sailings and 35 cruise partners.
• Travel Magazine Pro™ Launch. We launched Travel Magazine Pro™, our advisor-focused, content-to-commerce platform combining premium editorial, intelligent CRM, and embedded commerce, with dynamic packaging enabled by licensed integrations with Worldia.
• JournyGO and JOURNY iOS App Launch (March 31, 2026 — subsequent to year-end). We launched JournyGO, our next-generation agentic AI-powered consumer engagement and booking ecosystem, together with the JOURNY app on Apple iOS. JournyGO is the commercial activation layer of our content-to-commerce strategy and is reported within the Travel segment.
• Issuance of Contingent Shares. Following Nasdaq’s March 2025 approval of our initial listing application, we issued 4,393,993 Contingent Shares in connection with previously satisfied milestones under the NextTrip Acquisition Share Exchange Agreement; on May 5, 2025, the remaining 1,450,000 Contingent Shares were issued in satisfaction of the fourth and final milestone.

34

Revenue Strategy

Our revenue strategy is built on two complementary streams that we expect, over time, to reinforce one another. The Travel segment generates revenue through commissions, markups, and service fees on travel bookings, with our higher-margin direct-contract inventory supplemented by broad third-party API content from suppliers including Expedia, Nuitée, Global Distribution Systems, and Signature Travel Network (via Five Star Alliance). The Media segment generates revenue through advertising, sponsorships, branded content, and destination marketing programs across JOURNY.tv (including integrated GoUSA TV) and Travel Magazine, with revenue per audience member expected to scale as audience size and engagement grow. We expect the deployment of JournyGO and the Promethean overlay technology to further enhance both streams by converting Media viewership into Travel bookings and supporting higher advertising CPMs through demonstrated audience action rates.

We are in the early stages of rolling out this two-segment model. While the products introduced to date are functional and have generated nominal revenues, those revenue streams remain small and variable relative to established travel industry leaders. Our ability to capitalize on the platform is constrained by the level of funding available for marketing programs. The timing of planned rollouts is therefore dependent on our ability to raise additional capital, although we believe that most planned programs can be delivered within approximately 180 days of obtaining the necessary funding.

Seasonality

We experience seasonal fluctuations in demand for our Travel segment products and services. Bookings on our platforms tend to be highest from January to June, moderate from July through September, and lower from October through December. Because revenue for most of our travel products is recognized when the travel takes place rather than when it is booked, recognized travel revenue typically lags bookings by several weeks to several months, with the majority of revenue recognized in the summer months (June, July, and August) and during the winter holidays (November and December). Our Media segment revenues are also subject to seasonal advertising market conditions, with advertising spend typically higher in the second half of the calendar year. The reader should consider these seasonal dynamics when evaluating period-over-period comparisons that follow in this Item 7.

Early-Stage Operations, Going Concern, and Use of Capital

We are at an early stage of commercial development. We have generated only nominal revenues to date, have limited operating history at our current scale, and have minimal brand awareness in our target markets. Our ability to execute our business plan depends on our ability to expand supplier relationships, attract customers, and secure adequate capital to fund marketing initiatives and continued product development. There can be no assurance that we will be able to do so on terms acceptable to us, or at all.

Due to uncertainties regarding our ability to meet our current and future operating and capital requirements, there is substantial doubt about our ability to continue as a going concern for 12 months from the date of filing of this Annual Report on Form 10-K for the fiscal year ended February 28, 2026. The report of our registered independent public accounting firm filed with this Annual Report contains a going concern qualification. We expect to continue to incur net losses and negative cash flows from operations for the foreseeable future as we invest in technology enhancements, supplier relationships, media content, and marketing initiatives. Throughout this Item 7, statements regarding operational achievements, integrated ecosystem capabilities, planned product rollouts, or growth opportunities should be read in light of these conditions.

How Management Evaluates the Business

We evaluate performance on a segment basis. Additional information regarding our Travel and Media segments, including segment results of operations and the impact of the fiscal 2026 acquisitions and product launches described above, is provided in the “Results of Operations” discussion that follows in this Item 7 and in the segment reporting note to the Consolidated Financial Statements included in Part II, Item 8.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported assets, liabilities, sales and expenses in the accompanying financial statements. Critical accounting policies are those that require the most subjective and complex judgments, often employing the use of estimates about the effect of matters that are inherently uncertain. By their nature, changes in these assumptions and estimates could significantly affect our financial position or results of operations. Significant accounting estimates that may materially change in the near future are revenue recognition, impairment of long-lived assets, values of stock compensation awards and stock equivalents granted as offering costs, and allowance for bad debts. Such critical accounting policies, including the assumptions and judgments underlying them, are disclosed in Note 2 – Summary of Significant Accounting Policies in the Notes to the Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this Report. However, we do not believe that there are any alternative methods of accounting for our operations that would have a material effect on our financial statements.

The critical accounting policies and estimates addressed below reflect our most significant judgements and estimates used in the preparation of our financial statements.

Basis of Presentation and Principles of Consolidation

The Company’s financial statements and related disclosures are prepared pursuant to the rules and regulations of the SEC for annual financial statements, as applicable. The Financial Statements have been prepared using the accrual basis of accounting in accordance with U.S. generally accepted accounting principles (“GAAP”).

The financial statements of the Company have been prepared on a consolidated basis with those of its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These differences could have a material effect on our future results of operations and financial position. Significant items subject to estimates and assumptions include the carrying amounts of intangible assets, depreciation and amortization.

Information about key assumptions and estimation uncertainty that has a significant risk of resulting in a material adjustment to the carrying amounts of our assets and liabilities within the next financial year is referenced in the notes to the financial statements as follows:

• The assessment of our ability to continue as a going concern;
• The measurement and useful life of intangible assets and property and equipment; and
• Recoverability of long-lived assets

Receivables

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for credit losses is the Company’s best estimate of the amount of probable losses in its existing accounts receivable.

The Company considers trade accounts receivable to be fully collectible; accordingly, no allowance for credit losses is required. If amounts become uncollectible, they will be charged to operations when that determination is made.

Trade accounts receivable balances as of February 28, 2026 and February 28, 2025, were $119,168 and $22,567, respectively.

Intangible Assets

The Company measures separately acquired intangible assets at cost less accumulated amortization and impairment losses. The Company recognizes internally developed intangible assets when it has determined that the completion of such is technically feasible, and it has sufficient resources to complete the development. Subsequent expenditures are capitalized when they increase the future economic benefits of the associated asset. All other expenditures are recorded in profit or loss as incurred.

The Company assesses whether the life of intangible assets is finite or indefinite. The Company reviews the amortization method and period of use of its intangible assets at least annually. This process requires management to make assumptions and estimates which involve significant judgment. Changes in assumptions could materially affect whether an impairment is recognized and the amount of any impairment charge.

Changes in the expected useful life or period of consumption of future economic benefits associated with the asset are accounted for prospectively by changing the amortization method or period as a change in accounting estimates in profit or loss. The Company has assessed the useful life of its trademarks as indefinite.

The estimated useful lives for the Company’s finite life intangible assets are as follows:

Software Development Costs

The Company capitalizes internal software development costs subsequent to establishing technological feasibility of a software application in accordance with guidelines established by “ASC 985-20-25” Accounting for the Costs of Software to Be Sold, Leased, or Otherwise Marketed, requiring certain software development costs to be capitalized upon the establishment of technological feasibility. The establishment of technological feasibility and the ongoing assessment of the recoverability of these costs require considerable judgment by management with respect to certain external factors such as anticipated future revenue, estimated economic life, and changes in software and hardware technologies. Amortization of the capitalized software development costs begins when the product is available for general release to customers. Capitalized costs are amortized based on the straight-line method over the remaining estimated economic life of the product.

Investments in Equity Method Investees

The Company holds investments in certain entities that are accounted for under the equity method of accounting, as well as investments that are accounted for under the fair value method pursuant to ASC 321, “Investments - Equity Securities.” Under the equity method, investments in entities in which the Company has significant influence, but not control, are initially recognized at cost and adjusted thereafter to recognize the Company’s share of the investees’ earnings or losses and other comprehensive income.

The Company determines the existence of significant influence based on various factors, including representation on the investees’ board of directors, participation in policy-making processes, and material intercompany transactions.

The Company’s equity method investments are evaluated periodically for impairment by assessing whether events or changes in circumstances indicate that the carrying value of the investment may not be recoverable. When such indicators exist, the Company performs an impairment test and recognizes an impairment loss to the extent that the carrying amount of the investment exceeds its fair value.

Distributions received from equity method investees that exceed cumulative earnings recognized by the Company are considered a return of investment and are recorded as a reduction in the carrying amount of the investment.

Adjustments resulting from changes in the Company’s ownership interest in equity method investees that do not result in a loss of significant influence are accounted for prospectively.

Basis Difference

In accordance with ASC 323, “Investments - Equity Method and Joint Ventures,” the Company records a basis difference when the carrying value of its equity method investment differs from its share of the investee’s fair value of net assets at the acquisition date. This basis difference is allocated to the investee’s identifiable assets and liabilities based on their fair values. The amortization of any basis difference related to depreciable assets, such as property, plant, and equipment, is recognized in the Company’s share of the investee’s earnings or losses. Any basis difference related to non-depreciable assets, including goodwill, is generally not amortized, but is subject to impairment testing as necessary.

The Company assesses the impact of any basis differences on its earnings and the carrying value of its equity method investments. If a basis difference is determined to exist, the appropriate adjustments are made to reflect the amortization of such differences in the consolidated financial statements.

Investments in Equity Securities without Readily Determinable Fair Value

In accordance with ASC 321-10-35-2, the Company holds certain investments in equity securities in which the Company does not have significant influence or control, and for which fair value is not readily determinable. These investments are primarily accounted for at cost, less any impairment. The carrying amount is periodically evaluated for impairment, and if necessary, an impairment loss is recognized in the statement of operations. These investments are not adjusted for unrealized gains or losses unless an impairment is identified.

For investments in non-public entities where fair value is not determinable, the Company does not adjust the carrying value for changes in fair value, except for impairment losses. The fair value of these investments is disclosed when it is practicable to determine.

Equity in Earnings of Equity Method Investees

The Company’s share of earnings or losses from equity method investees is recognized in the consolidated statement of operations within “Equity in earnings of equity method investees,” net of any related income taxes.

Fair Value Measurements

The fair value of equity method investments is disclosed when available and practical to determine. However, for investments that are not readily marketable, such as non-public entities, fair value is not typically recognized in the financial statements unless the investment is impaired.

For most items such as cash, receivables, and payables, fair value is straightforward because of their short-term nature. However, two obligations we assumed in connection with our acquisition of TA Pipeline LLC involve more judgment and could have a meaningful effect on our results.

• Put Option – The restricted shares issued in the acquisition give the sellers the right, under certain conditions, to require us to either repurchase the shares, issue additional shares, or make a cash payment if our stock trades below a set price. We record this obligation as a liability, and its value changes with movements in our stock price and related assumptions.
• TA Milestone Payment – We also agreed to make an additional payment to the sellers based on TA Pipeline revenue during the first year after closing. This payment, which will be made in both cash and stock, is also recorded as a liability and depends on our projections for TA Pipeline’s performance.

Because the fair value of these obligations depends on factors outside of our control, such as our stock price and TA Pipeline’s revenues, the amounts we record may change from period to period. For example, a change in our assumed stock price volatility could change the value of the Put Option liability, while a similar change in projected revenues could affect the Milestone Payment liability.

Impairment of Intangible Assets

In accordance with ASC 350-30-65 “Goodwill and Other Intangible Assets”, the Company assesses the impairment of identifiable intangible assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors it considers important, which could trigger an impairment review include the following:

1. Significant underperformance compared to historical or projected future operating results;

2. Significant changes in the manner or use of the acquired assets or the strategy for the overall business; and

3. Significant negative industry or economic trends.

When the Company determines that the carrying value of an intangible asset may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on a projected discounted cash flow method using a discount rate determined by management to be commensurate with the risk inherent to the current business model. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows. Intangible assets that have finite useful lives are amortized over their useful lives.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606 “Revenue from Contracts with Customers,” which involves identifying the contracts with customers, identifying performance obligations in the contracts, determining transactions price, allocating transaction price to the performance obligation, and recognizing revenue when the performance obligation is satisfied.

The Company recognizes revenue when the customer has purchased the product, the occurrence of the earlier of date of travel or the date of cancellation has expired, as satisfaction of the performance obligation, the sales price is fixed or determinable and collectability is reasonably assured. Revenue for customer travel packages purchased directly from the Company is recorded gross (the amount paid to the Company by the customer is shown as revenue and the cost of providing the respective travel package is recorded to cost of revenues).

The Company generates revenues from sales directly to customers as well as through other distribution channels of tours and activities at destinations throughout the world.

The Company controls the specified travel product before it is transferred to the customer and is therefore a principal, including but not limited to, the following:

• The Company is primarily responsible for fulfilling the promise to provide such travel product.
• The Company has inventory risk before the specified travel product has been transferred to a customer or after transfer of control to a customer.
• The Company has discretion in establishing the price for the specified travel product.

Payments for tours or activities received in advance of services being rendered are recorded as deferred revenue and recognized as revenue at the earlier of the date of travel or the last date of cancellation (i.e., the customer’s refund privileges lapse).

From time to time, payments are made to suppliers in advance of customer bookings as required by hotels. These payments are recognized as costs of goods at the earlier of the date of travel or the last date of cancellation.

Stock-Based Compensation

We measure the compensation costs of stock-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Stock-based compensation arrangements may include stock options, grants of shares of common stock with and without restrictions, performance-based awards, share appreciation rights and employee share purchase plans. Stock-based compensation is measured on the date of grant at its fair value.

Equity instruments issued to non-employees are recorded on the basis of the grant date fair value of the instruments. In general, the measurement date is either (a) when a performance commitment, as defined, is reached or (b) the earlier of the date that (i) the non-employee performance requirement is complete or (ii) the instruments are vested. The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular grant.

The grant date fair value of stock-based compensation and other equity instruments is calculated using the Black Scholes valuation model, and requires estimates of several inputs to the model, including risk-free interest rates, dividends, and expected volatility of our stock price. These assumptions are based on historical data and market conditions but involve judgment about future trends.

Because changes in these assumptions can significantly affect the estimated fair value, our stock-based compensation expense could vary materially from period to period. For instance, higher assumed volatility or longer expected option lives generally increase the fair value of options, leading to higher compensation expense.

Segments

Segment reporting is considered a critical accounting policy because it requires management to exercise judgment in identifying operating segments, determining how those segments are aggregated into reportable segments, and determining the information reviewed by our Chief Operating Decision Maker (“CODM”) for purposes of allocating resources and assessing performance. Our determination of reportable segments is based on multiple factors, including the nature of the products and services offered, the types of customers served, the economic characteristics of each business, and the manner in which financial information is reviewed by our CODM. Our CODM is our Chief Executive Officer.

In response to acquisitions and expanded business activities, during the third quarter of fiscal year 2026, our CODM requested changes in the information that he regularly reviews for purposes of allocating resources and assessing performance. This change was driven primarily by acquisitions completed during fiscal year 2026, including FSA and TA Pipeline, which expanded our travel-related operations, and JOURNY.tv, which expanded our media operations. As a result of these changes, we updated our internal reporting structure and, beginning in the third quarter of fiscal year 2026, we report our financial performance based on two reportable segments: Travel and Media.

Our Travel segment provides travelers with a full range of travel services through our NXT2.0 booking engine, which offers extensive inventory and a platform for curating personalized experiences and efficient trip planning and booking. In addition, Five Star Alliance provides luxury and cruise offerings, and TA Pipeline provides a group-travel agency platform for conferences, conventions, weddings, and affinity groups. Our Media segment consists of JOURNY.tv, a Connected TV Channel broadcast as Free Ad Supported Streaming TV (“FAST”) and Advertising Video on Demand (“AVOD”) that specializes in travel, adventure, and culture-focused content, and Travel Magazine, an online travel magazine that provides articles, tips, guides, and inspiration for travelers. We leverage our media brands as strategic tools to generate travel bookings by integrating content, marketing, and booking technology, as well as generating advertising revenues from third-party content.

Our primary measure of segment performance is Operating Income (Loss). Operating Income (Loss) for the Travel and Media segments includes direct expenses attributable to each segment, as well as allocations of certain expenses, primarily salaries and benefits, third-party contractors, sales and marketing, and technology costs. These allocations are based primarily on transaction volumes and other usage-based metrics. Shared corporate expenses, including accounting, human resources, certain information technology costs, legal, audit, investor relations, directors’ compensation, stock-based compensation expense, amortization of intangible assets, and corporate development costs, are not allocated to the reportable segments and are included within Corporate.

Because the Travel and Media segments were newly formed during fiscal year 2026, the financial reporting framework supporting segment reporting continues to evolve. While the CODM currently uses Operating Income (Loss) in the monthly financial review process to assess segment performance, he is continuing to review and refine the nature, level of detail, and frequency of the financial information provided in order to determine how it will ultimately be used in decision-making, including resource allocation, budgeting, forecasting, and performance evaluation. As the segments mature, the metrics reviewed by the CODM, the cost allocation methodologies applied, and the presentation of segment information may change to better reflect how the business is managed.

The CODM does not regularly review asset information by segment, and as a result, depreciation and amortization are excluded from the segment performance measure. Accordingly, we do not report segment assets, as such information would not be meaningful.

The change in reportable segments did not result from a change in accounting principle, but rather reflects a change in internal reporting and management approach following fiscal year 2026 acquisitions and expanded business activities. Segment information for prior periods has been recast to conform to the current presentation to provide consistency and comparability across periods. Any future refinements to segment reporting will reflect changes in management’s internal reporting and decision-making processes rather than changes in accounting principles. When applicable, we will disclose such changes and recast prior-period segment information as necessary to maintain comparability.

Results of Operations

Year Ended February 28, 2026 Compared to the Year Ended February 28, 2025

Revenue for the twelve months ended February 28, 2026 was $3,715,528, as compared to $501,423 for the same period in 2025, an increase of $3,214,105, or 641%. The increase was primarily due to group travel-related revenues, a payment from Signature Travel Network as a result FSA’s membership in the Signature consortia, and commission income generated in connection with the Five Star Alliance luxury travel bookings. In addition, our Media segment generated $94,723, primarily from direct advertising sales and programmatic revenues.

Our cost of revenue for the twelve months ended February 28, 2026 was $3,063,042, as compared to $498,121 for the same period in 2025, an increase of $2,564,921, or 515%. The increase was primarily attributable to the increase in sales from fiscal year 2026 as compared to fiscal year 2025.

Our gross margin for the twelve months ended February 28, 2026 was 18%, as compared to 1% for the same period in 2025. The improvement in gross margin is primarily attributable to revenue from FSA travel bookings, group travel bookings which have higher margins than NextTrip travel bookings, and direct advertising sales.

Our total operating expenses for the twelve months ended February 28, 2026 were $17,017,660, as compared to $7,416,731 for the same period in 2025, an increase of $9,600,929, or 129%. The increase was primarily attributable to stock options granted to former directors and an increase in professional services expenses, as further discussed below. Non-cash expenses, primarily consisting of stock-based compensation, stock options granted to former directors, common shares issued to third parties for services, depreciation and amortization, and asset impairment charges totaled $8,891,821, or 52% of our operating expenses for the twelve months ended February 28, 2026, and $1,142,204, or 15% of our operating expenses for the same period in 2025.

Salary and benefits costs were $2,804,118 for the twelve months ended February 28, 2026, as compared to $2,630,663 for the same period in 2025, an increase of $173,455, or 7%. The increase was comprised of: (a) an increase in salaries of $156,907 due to the addition of five new employees; (b) an increase in taxes and benefits of $64,003; (c) an increase due to the revaluation of the SAR liability of $15,770; and (d) an increase in commission of $4,351; partially offset by a decrease in bonus expense of $33,810, and a decrease in severance expense of $33,766.

Stock-based compensation was $193,125 for the twelve months ended February 28, 2026, as compared to $67,874 for the same period in 2025. This increase of $125,251, or 185%, was due to an increase in stock options expense of $97,211, and an increase in stock grants to employees of $28,040

We incurred general and administrative costs of $202,774 during the twelve months ended February 28, 2026, as compared to $95,341 in the same period in 2025, an increase of $107,433, or 113%. The increase was primarily the result of (a) $58,958 in travel expenses incurred for conferences; (b) an increase of $36,594 for various compliance fees and minimum payments, and penalties for California state tax filings; (c) an increase in office equipment and postage of $4,648; (d) an increase in telephone expense of $7,009; and (e) an increase of $15,047 in bad debt expense related to uncollectable accounts receivable; partially offset by a decrease in rent and utilities expenses of $9,959 and a decrease in payroll service fee of $4,864 as a result of changing payroll service providers.

We incurred marketing costs of $486,739 during the twelve months ended February 28, 2026, as compared to $307,166 during the same period in 2025. The increase of $179,573, or 58%, was for (a) an increase in a consulting contract for marketing services of $30,204; (b) increased Travel Magazine expenses of $78,776 aimed at driving traffic and generating business across all of our brands; (c) an increase in media consulting expenses of $103,532 due to the engagement of a social media influencer agency; (d) an increase in contract labor $45,363 due to the completion of project based initiatives; and (e) an increase in conference entrance fees of $2,704. Partially offsetting the increase was a decrease of $69,620 in fees previously incurred from a former media advertising firm, and a decrease in advertising and promotional services of $11,386.

Professional service fees incurred in the twelve months ended February 28, 2026 were $7,512,409, as compared to $2,228,481 incurred during the same period in 2025, an increase of $5,283,928, or 237%. This increase was a result of: (a) an increase in investor relations expenses of $2,077,563 due to renewal of existing contracts and the addition of eight new investor relations firms, primarily non-cash; (b) an increase in consulting fees of $2,848,387 due to contracts for services related to business development, primarily non-cash; (c) an increase in contract labor of $138,341 related to JOURNY.tv and other operations; (d) an increase in accounting expenses of $210,666 due to costs associated with technical accounting services related to the FSA, JOURNY.tv, TA Pipeline, and GoUSA acquisitions, as well as a required two-year audit and first quarter financial statement review for FSA; and (e) an increase in legal fees of $183,760 due to services related to various regulatory filings and acquisitions, partially offset by a decrease in lending fees of $174,789 related to bridge loan financings. Of the total professional service fees of $7,512,409 for the twelve months ended February 28, 2026, $4,705,977, or 63%, was incurred as non-cash expenses.

We incurred technology costs of $1,047,960 during the twelve months ended February 28, 2026, as compared to $843,296 during the same period in 2025. The increase of $204,664, or 24%, was primarily attributable to: (a) an increase in expenses in connection with JOURNY.tv of $44,987 for content licensing; (b) an increase in dues and subscriptions of $92,295 due to the implementation of our new CRM and business management platform together with incremental seat licenses for newly onboarded employees; (c) an increase in information technology and computer expenses of $40,670, primarily due to onboarding additional employees, use of outsourced IT services, and managing software subscriptions; (d) an increase in software and website expenses of $4,007 for hotel connections into the NextTrip database; and (e) an increase of $22,705 in cloud database expenses primarily related to updating legacy code to optimize compatibility with our hosting infrastructure.

Organizational costs for the twelve months ended February 28, 2026, were $2,580,829, as compared to $213,613 for the same period in 2025, an increase of $2,367,216, or 1,108%. The increase is primarily attributable to fully vested stock options granted to former directors and compensation for one additional board member. Of the total organization costs of $2,580,829 for the twelve months ended February 28, 2026, $2,356,769, or 91%, were incurred as non-cash expenses and primarily relate to stock options granted to former directors of the Company.

Depreciation and amortization expense for the twelve months ended February 28, 2026 was $1,097,804, as compared to $713,236 for the same period in 2025, an increase of $384,568, or 54%. The increase was primarily due to commencing amortization upon the product launch of our FAST network, JOURNY.tv, and the FSA and TA Pipeline tradename, software, and agreements. In addition, we recorded an asset impairment charge of $463,860 related to intangible assets with no future benefit to the Company.

Other operating expenses were $312,547 for the twelve months ended February 28, 2026, as compared to $317,061 for the same period in 2025. The $4,514 decrease, or 1%, was primarily due to the reduced cost of D&O and other insurance costs of $57,822 and a decrease in regulatory fees of $6,945; partially offset by a net increase in merchant processing and bank fees of $60,254 due to the addition of TA Pipeline.

Provision for credit loss totaled $315,495, reflecting a reserve established against a related-party receivable relating to its going-concern uncertainty and the resulting risk of collectability.

During the twelve months ended February 28, 2026, we realized net other income of $464,547, as compared to net other expense of $2,707,609 in the same period in 2025. The increase in net other income of $3,172,156 was primarily due to (a) a settlement agreement between NextTrip Group, LLC and the Company related to the NextPlay Technologies, Inc. promissory note receivable increase of $1,273,245, (b) a decrease of $1,000,000 in the recorded loss on the related party receivable in 2025 that did not occur in 2026; (c) a decrease in the loss on extinguishment of debt of $1,038,979, (d) a $384,067 gain from the negotiated settlement of an accounts payable balance at a reduced amount; and (e) a $74,007 net adjustment primarily resulting from the reconciliation of deferred revenue assumed in a prior acquisition; (f) a gain on the revaluation of the TA Pipeline derivative liability of $50,000, (g) an increase in interest income of $18,477; and (h) a decrease in the disposal of assets of $90; partially offset by (a) interest expense of $344,102 primarily in connection with the amortization of the debt discount associated with bridge loans; (b) an increase in interest expense associated with notes payable and other expenses of $173,647; and (c) a write off of a $130,000 deposit in connection with an S-1 withdrawal from the previous year; and (d) a $483 loss on foreign currency transactions.

Preferred dividends for the twelve months ended February 28, 2026 were $335,662, as compared to $78,600, for the same period in 2025, an increase of $257,062, or 327%. The increase was due to dividends paid to the holders of shares of Series L and Series M Preferred stock issued in connection with debt conversions in December 2025 and February of 2026.

In the twelve months ended February 28, 2026, our operating loss totaled $16,365,174, as compared to an operating loss of $7,413,429 for the same period in 2025, an increase of $8,951,745, or 121%. The increase in corporate expenses of $8,154,227 is primarily due to an increase in non-cash expenses of $7,749,616 for (a) investor relations and consulting agreements of $4,401,507, (b) stock-based compensation and SAR expenses for employees and former board members of $2,499,681, (c) an increase in Depreciation & Amortization expense primarily from intangible assets acquired in business acquisitions of $384,568, and (d) an asset impairment charge of $463,860. The increase of $1,434,002 is due to the start-up of the Media segment and is primarily made up of contracted services to launch our FAST channel. The decrease in operating loss for the Travel segment of $636,485 is due to the increased revenues from our various acquisitions.

The net loss on the share of net earnings from the equity method investment totaled $11,307 as compared to $7,390, an increase of $3,917. The increase was due to losses incurred in FSA from March 1, 2025 through April 9, 2025 when the full acquisition was finalized.

Our net loss applicable to common stockholders for the twelve months ended February 28, 2026, was $16,247,596, as compared to $10,198,684 for the same period in 2025, an increase of $6,048,912, or 59%. The increase was primarily attributable to an increase in operating loss of $8,951,745 and an increase in preferred dividends of $257,062, a loss on the 49% share of net earnings for the equity method investee of $3,917, and a decrease in income from discontinued operation of $8,344, partially offset by an increase in other income of $3,172,156.

Liquidity and Capital Resources

Overview

We have historically funded our operations through private placements of our securities, short-term promissory notes, and advances from related parties. Given the limited revenue generated since inception, our principal sources of liquidity continue to be cash on hand and external financing rather than cash generated from operations. Our principal short-term uses of cash are operating expenditures, including personnel, technology development, sales and marketing, professional fees, and integration costs related to our recent acquisitions. Principal longer-term uses of cash include scheduled debt service, payment of accrued interest, and additional investment in our travel and technology platforms.

As of February 28, 2026, we had cash of $1,696,090 and a working capital deficit of $761,004, as compared to cash of $1,062,367 and a working capital deficit of $105,577 as of February 28, 2025. The increase in our working capital deficit was primarily attributable to growth in accrued interest, accrued professional fees, and current maturities of short-term promissory notes, partially offset by the increase in cash from financing activities. As of February 28, 2026, the outstanding principal balance under our related-party revolving line of credit totaled $3,000,000, which represents the maximum amount available under that facility (see Sources of Liquidity — MIP Line of Credit below).

Going Concern — Substantial Doubt and Management’s Plans

Conditions giving rise to substantial doubt. In accordance with Accounting Standards Codification (“ASC”) 205-40, Presentation of Financial Statements — Going Concern, management evaluated whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these financial statements are issued. As of February 28, 2026, we have incurred recurring net losses, have negative cash flows from operations, have an accumulated deficit, have a working capital deficit, and have generated limited revenue since inception. For the fiscal year ended February 28, 2026, we incurred a net loss of $15,911,934 (before preferred dividends) and used $4,561,463 of cash in operating activities. Based on our current operating plan, we estimate that we will require a minimum of approximately $5.5 million of cash to fund operations for the twelve months following the issuance date of these financial statements, which exceeds our cash balance of $1,696,090 as of February 28, 2026. These conditions and events, considered in the aggregate, raise substantial doubt about our ability to continue as a going concern within one year after the date that these financial statements are issued.

Management’s plans. To address the conditions described above, management’s plans include the following: (i) continuing to raise capital through private placements of equity and equity-linked securities, including our offerings of common stock, Series A Convertible Preferred Stock, and the May 2026 Series B Convertible Preferred Stock offering (and including other subsequent-event issuances that have generated aggregate gross proceeds of approximately $1,215,100 through the date of this Annual Report); (ii) drawing on related-party financing arrangements as available (under which $400,000 of principal remained outstanding as of the date of this Annual Report, after giving effect to a $110,000 principal repayment on May 12, 2026, with respect to the short-term promissory note issued to The Donald P. Monaco Insurance Trust on March 25, 2026, as amended) and seeking new debt financing on commercially reasonable terms; (iii) integrating recently acquired businesses (TA Pipeline LLC, FSA, JOURNY.tv, and GoUSA) to accelerate revenue generation and expand our distribution channels; (iv) managing discretionary operating expenditures, including selectively deferring non-essential technology and marketing spend; and (v) pursuing strategic partnerships intended to monetize our travel and content assets. Management is in active discussions with prospective investors and lenders, but no commitments have been received as of the issuance date of these financial statements.

Management’s conclusion. Although management believes that its plans, if successfully executed, would provide sufficient liquidity to fund operations for the next twelve months, these plans are not entirely within the Company’s control. The ability to consummate additional financings on acceptable terms, generate sufficient revenue from acquired businesses, and otherwise execute on management’s plans cannot be considered probable as of the issuance date of these financial statements. Accordingly, management has concluded that its plans do not alleviate the substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Sources of Liquidity

Our principal sources of liquidity during the year ended February 28, 2026 consisted of: (i) net proceeds from private placements of common stock, preferred stock, and warrants; (ii) advances under our $3,000,000 revolving line of credit with a related party; and (iii) issuances of short-term promissory notes (including original-issue-discount notes). During the year, we received aggregate gross proceeds of $5,861,800 from private placements of equity and equity-linked securities and $1,031,000 from the sale of short-term promissory notes. We do not currently have any committed external sources of capital, other than the MIP Line of Credit, which is fully drawn. The following table summarizes our material financing transactions during fiscal 2026.

44

Amounts shown reflect gross proceeds received by the Company which were reduced by original issue discounts, placement agent fees, and other offering expenses, as applicable. The June 24, 2025 transaction with Jimmy Byrd and the July 10, 2025 and November 4, 2025 transactions with KC Global Media Asia, LLC are related-party transactions: Mr. Byrd is a director, and Andy Kaplan, also a director, is the co-trustee of the Kaplan-Wright Family Trust, which owns 50% of KC Global Media Entertainment LLC, which in turn owns 100% of KC Global Media Asia, LLC; Mr. Kaplan also serves as chairman of KC Global Media Asia, LLC. These transactions were entered into on substantially the same terms as the contemporaneous transactions with unaffiliated investors.

MIP Line of Credit (related party)

On May 6, 2025, we entered into a Line of Credit Agreement (the “MIP Line of Credit”) with Monaco Investment Partners II, LP (“MIP”), which is controlled by Donald P. Monaco, the Chairman of our Board of Directors. Mr. Monaco serves as Managing General Partner of MIP and, in that capacity, controls MIP. The MIP Line of Credit provides a $3,000,000 revolving credit facility. Advances may be requested from time to time through May 31, 2027 (the maturity date) and bear simple interest at 12% per annum, calculated from the date of each advance. Accrued interest is payable monthly, no later than the 10th day of the following month, and all outstanding principal and accrued interest are due in full on the maturity date. The MIP Line of Credit may be prepaid in whole or in part without penalty. The facility is unsecured, contains no financial maintenance covenants, and does not include conversion features. The initial advance of $1,045,000 was used to repay (i) a $400,000 cash advance previously made by the Trust (the “Trust”) and (ii) $645,000 of outstanding indebtedness under the Trust Notes. Subsequent advances through February 28, 2026 totaled $1,955,000, bringing total advances to $3,000,000 — the maximum amount available under the facility. Because the MIP Line of Credit is fully drawn as of February 28, 2026, it is not available as a source of additional liquidity for the twelve months following the issuance date of these financial statements, absent an amendment.

December 2025 Armistice Capital Private Placement

On December 23, 2025, we entered into a Securities Purchase Agreement with Armistice Capital Master Fund Ltd. providing for the issuance and sale, in a private placement, of 1,000,000 shares of our common stock and warrants to purchase up to 1,000,000 additional shares of common stock (the “Warrants”). The transaction resulted in gross proceeds of $3,000,000 (before deduction of placement agent fees and other offering expenses). The Warrants are exercisable on a cash basis at the exercise price set forth in the related warrant agreement. Proceeds were used for general working capital purposes, including funding operations, acquisition integration costs, and scheduled debt service. Armistice Capital Master Fund Ltd. is not a related party.

November 2025 Private Placement

In November 2025, we entered into a series of securities purchase agreements pursuant to which we issued and sold an aggregate of 468,434 shares of common stock at $3.00 per share, for aggregate gross proceeds of $1,405,300. Included within the November 2025 placement, on November 4, 2025, KC Global Media Asia, LLC (“KCGM”) purchased 33,400 shares of common stock at $3.00 per share, together with a three-year warrant to purchase up to 16,000 shares of common stock at an exercise price of $4.54 per share, for total gross proceeds of $100,200. Andy Kaplan, a director of the Company, is the co-trustee of the Kaplan-Wright Family Trust (the “Kaplan-Wright Trust”), which owns 50% of KC Global Media Entertainment LLC, which in turn owns 100% of KCGM, and Mr. Kaplan also serves as chairman of KCGM; accordingly, this transaction is a related-party transaction. The Kaplan subscription was on substantially the same economic terms as the contemporaneous subscriptions by unaffiliated investors. The balance of the November 2025 placement consisted of 435,034 shares of common stock sold to several unaffiliated investors for aggregate gross proceeds of $1,305,100. Additional information regarding related-party participation in our private placements is included under Item 13, Certain Relationships and Related Transactions, and Director Independence, and in Note 17, “Related Party Transactions,” to the financial statements included elsewhere in this Annual Report.

July 2025 KCGM Common Stock Issuance and December 2025 Exchange for Pre-Funded Warrant (related party)

As described above, on July 10, 2025, KC Global Media Asia, LLC (“KCGM”) purchased 75,000 shares of our common stock at $3.02 per share for gross proceeds of $226,500. On December 23, 2025, those 75,000 shares were exchanged for a pre-funded warrant to purchase 75,000 shares of common stock, the exercisability of which is subject to shareholder approval. In consideration of KCGM’s agreement to exchange its shares for a pre-funded warrant, on February 10, 2026, the Company issued KCGM an additional warrant to purchase 20,000 shares of common stock at an exercise price of $3.00 per share, with a three-year term from the initial exercise date. Andy Kaplan, a director of the Company, is the co-trustee of the Kaplan-Wright Family Trust (the “Kaplan-Wright Trust”), which owns 50% of KC Global Media Entertainment LLC, which in turn owns 100% of KCGM, and Mr. Kaplan also serves as chairman of KCGM; accordingly, this transaction is a related-party transaction. The exchange transaction and the issuance of the additional warrant were approved by the Audit Committee of the Board and the full Board, including the independent members thereof.

Chief Executive Officer Compensation Deferral (related party)

William Kerby, our Chief Executive Officer, has agreed at his election to defer $100,000 of his annual salary, together with payments related to personal financial guarantees and his car allowance. As of February 28, 2026, the aggregate compensation deferred by Mr. Kerby totaled $270,333. The deferred amounts accrue interest at a rate of 7.5% per annum. The Company’s ability to retain these deferred amounts as a source of working capital is contingent on Mr. Kerby’s continued election to defer payment.

Series A Convertible Preferred and Series Q Preferred Offerings

On December 19, 2025, we issued 100,000 shares of Series A Convertible Preferred Stock (the “Series A Preferred”) at $3.00 per share, together with warrants to purchase up to 50,000 shares of common stock at an exercise price of $3.00 per share, for gross proceeds of $300,000. The Series A Preferred was authorized by a Certificate of Designation filed with the Nevada Secretary of State on February 6, 2026 designating up to 1,000,000 shares of Series A Preferred. Each share of Series A Preferred (i) has a par value of $0.001 and ranks pari passu with our common stock with respect to liquidation; (ii) is entitled to dividends on an as-converted basis equivalent to dividends paid on the common stock; (iii) has no voting rights, except that the affirmative vote of holders of a majority of the outstanding Series A Preferred is required to adversely alter the powers, preferences or rights of the Series A Preferred; (iv) is not subject to any redemption rights; and (v) will automatically convert into shares of common stock on a one-for-one basis (subject to adjustment for stock splits and similar events) at 5:00 p.m. Eastern time on the third business day after the Company obtains the requisite stockholder approval contemplated by Nasdaq Listing Rule 5635 (the “Stockholder Approval”). Conversion of the Series A Preferred is subject to a 4.99% beneficial ownership limitation (electable by a holder up to 9.99% subject to advance notice).

On September 10, 2025, we issued an aggregate of 81,250 shares of newly designated Series Q Nonvoting Convertible Preferred Stock (the “Series Q Preferred”) at $3.20 per share, of which 31,250 shares were issued to the Kaplan-Wright Family Trust (of which Andy Kaplan, a director of the Company, serves as co-trustee) for $100,000 and 50,000 shares were issued to Jimmy Byrd, a director of the Company, for $160,000. On November 19, 2025, at our 2025 Annual Meeting of Stockholders, our stockholders approved the conversion of the Series Q Preferred into shares of common stock in accordance with the terms of the related Certificate of Designation. Following such approval, all 81,250 outstanding shares of Series Q Preferred were converted into shares of common stock on the terms set forth in the Certificate of Designation, and no shares of Series Q Preferred remain outstanding as of February 28, 2026. Future conversion of the Series A Preferred, if and when effected following the Stockholder Approval described above, would be dilutive to existing holders of our common stock.

1800 Diagonal Lending Notes

On September 26, 2025 and October 24, 2025, we issued short-term promissory notes to 1800 Diagonal Lending LLC in the principal amounts of $269,000 and $196,000, respectively, with original issue discounts of $37,000 and $27,000 and one-time interest charges of 13% applied to principal on the issuance dates. The September note is payable in five installments, with the first installment of $151,986 due on March 30, 2026 and four equal subsequent installments of $37,996 due on the 30th of each of the next four months. The October note is payable in ten equal installments of $22,148, with the final installment due on August 31, 2026. Each note may be prepaid at any time without penalty. Upon an event of default by the Company, any unpaid principal and interest under each note may be converted into shares of our common stock at the election of 1800 Diagonal Lending LLC. We do not believe an event of default is probable; however, conversion upon a future default could be dilutive to existing stockholders.

Material Cash Requirements

Our material cash requirements as of February 28, 2026 consist principally of short-term promissory notes, accrued interest, and the outstanding balance on the MIP Line of Credit. Short-term promissory notes outstanding at February 28, 2026 had an aggregate repayment amount due of approximately $473,000 and a net carrying value, net of unamortized discount, of $386,072, with maturities ranging from March 30, 2026 through August 31, 2026, including the September 26, 2025 and October 24, 2025 1800 Diagonal Lending notes (which amortize in installments) and the October 17, 2025 notes issued to Kerry Kennedy and Allen Sanders (maturing May 17, 2026). The MIP Line of Credit has an outstanding principal balance of $3,000,000, with all principal and accrued interest due at the May 31, 2027 maturity date. Interest accrues at 12% per annum and is payable monthly. Subsequent to year-end, on March 24, 2026, we issued an additional short-term promissory note to 1800 Diagonal Lending LLC in the principal amount of $180,550, payable in five installments between September 2026 and January 2027 (see Subsequent Events below). We have ongoing operating cash requirements for personnel, technology development, marketing, professional fees, and acquisition integration. Based on our current operating plan, we estimate that cash required to fund operations for the twelve months following February 28, 2026 will be approximately $5.5 million, which exceeds our cash balance at year-end. We do not have any material commitments for capital expenditures, and we do not have any material purchase obligations, take-or-pay contracts, or unconditional purchase obligations outside the ordinary course of business. We have no off-balance sheet arrangements (within the meaning of Item 303(b)(1)(ii) of Regulation S-K) that have, or are reasonably likely to have, a material current or future effect on our financial condition, results of operations, liquidity, capital expenditures, or capital resources.

Cash Flow Analysis

Net Cash Used in Operating Activities

Net cash used in operating activities from continuing operations totaled $4,561,463 during the year ended February 28, 2026, compared to $5,080,154 during the same period in 2025, an increase of $518,691, or 11%. The operating cash outflow during fiscal 2026 was driven by a net loss of $15,911,934 (before payment of preferred dividends), partially offset by non-cash charges of $9,746,594 and changes in working capital of $1,603,877. Non-cash charges included: stock-based compensation issued to former directors of $2,356,769; employee stock-based compensation of $193,125; depreciation and amortization of $1,097,804; amortization of non-cash professional services expense of $4,760,992; amortization of debt discount of $687,037; write-off of capitalized technology costs of $463,860 related to an abandoned software implementation; a write-off of prepaid offering costs of $130,100; loss on share of net income of equity method investee of $11,307; and loss on extinguishment of debt of $95,600, partially offset by a gain on derivative liability of $50,000. Changes in working capital reflected an increase in deferred revenue of $1,558,220 related to the TA Pipeline acquisition, the licensing and royalty payment obligations in connection with the JOURNY.tv and GoUSA acquisitions with the current portion of $136,582 and $305,090 for the long term portion; an increase in liabilities for the SBA loan assumed in connection with the FSA acquisition of $98,179, and a decrease in prepaid expense of $44,549, partially offset by an increase in accounts receivable of $96,601, a decrease in accounts payable and accrued expenses of $432,142, and an increase in security deposits of $10,000. The year-over-year increase in operating cash used was modest, despite a meaningful increase in our net loss, reflecting a higher proportion of non-cash charges in fiscal 2026 relative to fiscal 2025.

Net Cash Used in Investing Activities

Net cash used in investing activities was $2,721,968 during the year ended February 28, 2026, compared to $1,033,751 during the same period in 2025, an increase of $1,688,217, or 62%. The change was driven primarily by acquisition consideration paid during fiscal 2026, including $900,000 for the FSA acquisition, $443,168 for the TA Pipeline LLC acquisition, $645,000 for the GoUSA acquisition, and $599,800 for the JOURNY.tv asset purchase, partially offset by a year-over-year decrease in capitalized software development costs of $425,751 and a decrease in equity method investments of $475,000. Fiscal 2025 investing activities also included $1,000 of proceeds from the sale of assets, which did not recur in fiscal 2026.

Net Cash Provided by Financing Activities

Net cash provided by financing activities was $7,917,154 for the year ended February 28, 2026, compared to $6,852,467 for the same period in 2025, an increase of $1,064,687, or 16%. The increase reflected $595,176 of incremental advances from related parties (primarily under the MIP Line of Credit) and $3,116,727 of incremental net proceeds from equity private placements, partially offset by a $2,330,222 reduction in proceeds from notes payable, and $316,994 of warrants exercised in the prior fiscal year that did not recur in fiscal 2026.

Known Trends, Demands, Commitments, and Uncertainties

Need for additional financing. We will need to raise additional capital through equity, equity-linked, or debt financings, or through other arrangements, to support continuing operations and to execute our business plan. Our existing cash balance is not sufficient to fund our anticipated operating cash requirements for the next twelve months. There can be no assurance regarding the availability or terms of any additional financing. If we issue additional equity or equity-linked securities, our stockholders may experience material dilution, and any new securities may have rights, preferences, or privileges senior to those of our existing common stock. If we incur additional debt, the related instruments may impose covenants and repayment obligations that adversely affect our financial flexibility or business operations. If we are unable to obtain financing when needed, we may be required to delay, scale back, or eliminate one or more aspects of our business plan, including planned product and content investments, and we may lose our Nasdaq listing.

Nasdaq listing requirements. Our continued listing on the Nasdaq Capital Market requires compliance with applicable minimum bid price, stockholders’ equity, market value, and other continued-listing standards. Adverse developments in our operations or financial condition, or further dilutive issuances, could affect our ability to maintain compliance with these requirements. Failure to maintain compliance could result in delisting, which would adversely affect the liquidity of our common stock and our ability to raise additional capital.

Macroeconomic and geopolitical conditions. We are unable to predict the effect that broader macroeconomic conditions — including elevated interest rates, inflationary pressure on input and labor costs, fluctuations in consumer travel demand, foreign currency volatility, and geopolitical events such as the ongoing conflict in Ukraine — may have on our access to the capital markets, our cost of capital, the timing and cost of our acquisitions, or consumer demand for our travel products. Continued unfavorable trends in these areas could increase our use of cash and impair our ability to obtain additional financing on acceptable terms.

Acquisition integration. During fiscal 2026, we completed the acquisitions of TA Pipeline LLC, FSA, JOURNY.tv, and GoUSA. We expect to continue to incur integration costs in fiscal 2027 as we combine acquired operations, technology, and content. These integration activities are intended to accelerate revenue generation, but the timing and magnitude of any related revenue contribution remain uncertain.

Subsequent Events

From February 28, 2026 through the date of this Annual Report, the Company entered into the following material financing transactions, which are discussed in greater detail in Note 25, “Subsequent Events,” to the financial statements included elsewhere in this Annual Report:

March 24, 2026 — 1800 Diagonal Lending Note

On March 24, 2026, we issued a short-term promissory note to 1800 Diagonal Lending LLC in the principal amount of $180,550. The note includes an original issue discount of $23,550 and bears a one-time interest charge of 13%, which was applied to the principal on the issuance date. The note is payable in five installments, with the first installment of $102,010.52 due on September 30, 2026 and four equal subsequent installments of $25,502.62 due on the 30th day of each of the next four months. The note may be prepaid at any time without penalty. Upon an event of default by the Company, any unpaid principal and interest may be converted into shares of our common stock at the election of 1800 Diagonal Lending LLC.

March 25, 2026 — Donald P. Monaco Insurance Trust Short-Term Promissory Note (related party)

On March 25, 2026, the Company issued an unsecured short-term promissory note (the “Monaco Trust Note”) in the original principal amount of $80,000 to The Donald P. Monaco Insurance Trust (the “Trust”), the trustee of which is Donald P. Monaco, the Chairman of our Board of Directors. The Monaco Trust Note bears interest at 7.5% simple interest per annum and was originally scheduled to mature on April 3, 2026. The Monaco Trust Note may be prepaid at any time without penalty. The Monaco Trust Note was approved by the Board, including the independent members thereof.

The Monaco Trust Note has been amended three times to increase the principal amount and extend the maturity date, as follows: (i) on April 6, 2026, the Company and the Trust entered into a First Amendment increasing the principal balance to $155,000 and extending the maturity date to April 13, 2026; (ii) on April 9, 2026, the Company and the Trust entered into a Second Amendment increasing the principal balance to $290,000 and extending the maturity date to April 30, 2026; (iii) on April 27, 2026, the Company and the Trust entered into a Third Amendment increasing the principal balance to $400,000 and extending the maturity date to May 31, 2026; (iv) on April 30, 2026 the Company and the Trust entered into a Fourth Amendment increasing the principal balance to $510,000; (v) on May 12, 2026, the Company repaid $110,000 of principal under the Monaco Trust Note; and on May 29, 2026 the Company and the Trust entered into a Fifth Amendment increasing the principal balance to $600,000. Other terms of the Monaco Trust Note remained unchanged under each amendment. As of the date of this Annual Report, $600,000 of principal remained outstanding under the Monaco Trust Note. The 7.5% interest rate, which is lower than the 12% rate borne by the MIP Line of Credit, reflects the short-term, on-demand nature of the Monaco Trust Note. The Monaco Trust Note, including each amendment, was approved by the Audit Committee of the Board and the full Board, including the independent members thereof.

April 15, 2026 — Series A Convertible Preferred Stock Sale to KC Global Media Asia, LLC (related party)

On April 15, 2026, we entered into a securities purchase agreement with KC Global Media Asia, LLC pursuant to which we issued and sold 16,667 shares of Series A Convertible Preferred Stock at a purchase price of $3.00 per share, for total proceeds of $50,000, together with a warrant to purchase up to 8,333 shares of common stock at an exercise price of $3.00 per share, expiring 3.5 years from the issue date. As described above, Andy Kaplan, a director of the Company, serves as chairman of KC Global Media Asia, LLC; accordingly, this transaction is a related-party transaction. The transaction was approved by the Audit Committee of the Board and the full Board, including the independent members thereof.

May 6, 2026 — Helena Global Series B Preferred Private Placement

On May 6, 2026, we entered into a securities purchase agreement with Helena Global Investment Opportunities 1 Ltd (“Helena”) pursuant to which we issued and sold 368,421 shares of newly designated Series B Convertible Preferred Stock (the “Series B Preferred”) at a purchase price of $2.755 per share, together with an additional 40,000 shares of Series B Preferred issued as an issuance fee, for total proceeds of $1,015,000. In addition, we issued to Helena a five-year warrant to purchase up to 100,000 shares of common stock at an exercise price of $2.755 per share and may be exercised on a cashless basis if there is no effective registration statement in place and if there is an Event of Default pursuant to the terms of the Certificate of Designation and is continuing. The Series B Preferred (i) ranks pari passu with our other series of preferred stock and senior to our common stock with respect to dividends and distributions on liquidation; (ii) carries a cumulative cash dividend of 12% per annum, increasing to 18% per annum upon an event of default; (iii) is convertible into shares of common stock at a conversion price of $2.755 per share, subject to customary beneficial ownership limitations; and (iv) is subject to mandatory redemption at the stated value plus accrued and unpaid dividends on August 30, 2026, unless the holder elects in writing to extend the redemption date to December 31, 2026. The Company’s obligations under the Series B Preferred are secured by a pledge of 1,365,314 shares of common stock owned by William Kerby, our Chief Executive Officer. Net proceeds are being used for general working capital purposes. Helena is not a related party. The $2.755 per share purchase price represented the Nasdaq Minimum Price plus $0.125 as of the date of the related securities purchase agreement. In addition, Helena was granted (i) a right of participation of up to 20% of any future securities offering by the Company (other than exempt issuances); (ii) an exchange right pursuant to which Helena may exchange Series B Preferred for offered securities at 100% of stated value; and (iii) registration rights pursuant to which the Company is required to file a registration statement with the SEC covering the resale of the shares of common stock issuable upon conversion of the Series B Preferred and exercise of the related warrant within 15 days after closing, and to use best efforts to cause such registration statement to become effective within 30 days (or 60 days if the SEC reviews) after closing. The Company has also agreed that, during the 180-day period following closing, Helena may require the Company to apply 25% of the net proceeds of any “at the market” offering to redeem outstanding shares of Series B Preferred at the contractual redemption price. Additional terms of the Series B Preferred are set forth in the Certificate of Designation filed with the Nevada Secretary of State and described in our Current Report on Form 8-K filed with the SEC on May 8, 2026.

May 6, 2026 — Common Stock Sale to a Private Investor

On May 6, 2026, we entered into a securities purchase agreement with a private investor pursuant to which we issued and sold 36,400 shares of common stock at a purchase price of $2.75 per share, together with a three-year warrant to purchase up to 18,200 shares of common stock at an exercise price of $2.75 per share, for total proceeds of $100,100. The investor is not a related party.

May 8, 2026 — Common Stock Sale to KC Global Media Asia, LLC (related party)

On May 8, 2026, we entered into a securities purchase agreement with KC Global Media Asia, LLC pursuant to which we issued and sold 18,182 shares of common stock at a purchase price of $2.75 per share, for total proceeds of $50,000, together with a warrant to purchase up to 9,091 shares of common stock at an exercise price of $3.00 per share, expiring on May 8, 2029. As described above, Andy Kaplan, a director of the Company, serves as chairman of KC Global Media Asia, LLC; accordingly, this transaction is a related-party transaction. The transaction was approved by the Audit Committee of the Board and the full Board, including the independent members thereof.

Trend in pricing. Our equity issuances during fiscal 2026 were priced at $3.00 to $3.20 per share. The subsequent-event Series B Preferred Stock and common stock issuances were priced at $2.755 and $2.75 per share, respectively, representing a decline relative to fiscal 2026 issuance prices. This pricing trend, if it continues, may increase the dilutive impact of future financings on our existing stockholders and may indicate continued pressure on our access to capital on favorable terms.

Other than the foregoing, no material subsequent events related to our liquidity and capital resources have occurred from February 28, 2026 through the date of this Annual Report.

Critical Accounting Estimates

Our discussion of critical accounting estimates that affect liquidity, capital resources, and results of operations is set forth in “Critical Accounting Estimates” elsewhere in Management’s Discussion and Analysis of Financial Condition and Results of Operations and in Note 2, “Summary of Significant Accounting Policies,” to the financial statements included elsewhere in this Annual Report.

Other Information

Other than the MIP Line of Credit and the related-party promissory notes described in Note 17, “Related Party Transactions,” to the financial statements included elsewhere in this Annual Report, we have no lines of credit or other financing arrangements.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic and current reports that we file with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Our Chief Executive Officer and our Chief Financial Officer, after evaluating our “disclosure controls and procedures” (as defined in Exchange Act Rules 13a 15(e) and 15d 15(e)) as of February 28, 2026 (the “Evaluation Date”), have concluded that as of the Evaluation Date, our disclosure controls and procedures are effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and to ensure that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, where appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Controls Over Financial Reporting

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Report that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation under the framework, management has concluded that our internal control over financial reporting was effective as of February 28, 2026.

We continuously seek to improve and strengthen our control processes to ensure that our controls and procedures are adequate and effective. Any failure to implement and maintain improvements in the controls over our financial reporting could cause us to fail to meet our reporting obligations under the SEC’s rules and regulations. Any such failure could also cause investors to lose confidence in our reported financial information, which could have a negative impact on the trading price of our common stock.

This Report does not include an attestation report of the Company’s registered independent public accounting firm regarding internal control over financial reporting, which is not required for smaller reporting companies.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.